0001225208-15-005001.txt : 20150220 0001225208-15-005001.hdr.sgml : 20150220 20150220160348 ACCESSION NUMBER: 0001225208-15-005001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150218 FILED AS OF DATE: 20150220 DATE AS OF CHANGE: 20150220 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHROP GRUMMAN CORP /DE/ CENTRAL INDEX KEY: 0001133421 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 800640649 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2980 FAIRVIEW PARK DRIVE STREET 2: C/O NORTHROP GRUMMAN CORP CITY: FALLS CHURCH STATE: VA ZIP: 22042 BUSINESS PHONE: 703-280-2900 MAIL ADDRESS: STREET 1: 2980 FAIRVIEW PARK DRIVE STREET 2: C/O NORTHROP GRUMMAN CORP CITY: FALLS CHURCH STATE: VA ZIP: 22042 FORMER COMPANY: FORMER CONFORMED NAME: NNG INC DATE OF NAME CHANGE: 20010129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bedingfield Kenneth L CENTRAL INDEX KEY: 0001539147 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16411 FILM NUMBER: 15635642 MAIL ADDRESS: STREET 1: 2980 FAIRVIEW PARK DRIVE CITY: FALLS CHURCH STATE: VA ZIP: 22042 4 1 doc4.xml X0306 4 2015-02-18 0001133421 NORTHROP GRUMMAN CORP /DE/ NOC 0001539147 Bedingfield Kenneth L 2980 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 1 Corp VP, CFO Common Stock 2015-02-18 4 M 0 12289.6400 0.0000 A 20714.6400 D Common Stock 2015-02-18 4 F 0 5813.0000 167.6800 D 14901.6400 D Restricted Performance Stock Rights 2015-02-18 4 A 0 17554.6400 0.0000 A Common Stock 17554.6400 35013.6400 D Restricted Performance Stock Rights 2015-02-18 4 M 0 12289.6400 0.0000 D Common Stock 12289.6400 22724.0000 D Restricted Stock Rights 2015-02-18 4 A 0 5582.0000 0.0000 A Common Stock 5582.0000 13319.0000 D Shares issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/15/12 with a valuation of performance measurement period ("measurement period") ended 12/31/14. The RPSRs were settled at 187% of target. Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e). Each RPSR represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d). The RPSRs acquired include (i) 5,717.64 additional vested RPSRs with respect to the measurement period ended 12/31/14 acquired due to settlement of the 2012 RPSRs held at 187% of the target award and (ii) 11,837 unvested RPSRs granted under the LTISP on 2/18/15 with a measurement period ending on 12/31/17. Total amount includes 12,289.64 vested RPSRs granted under the LTISP on 2/15/12 with a measurement period ended on 12/31/14; 11,837 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; 3,881 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16; and 7,006 RPSRs granted on 2/20/13 with a measurement period ending on 12/31/15. Total amount includes 11,837 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; 3,881 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16; and 7,006 RPSRs granted on 2/20/13 with a measurement period ending on 12/31/15. Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock. The RSRs were granted under the LTISP on 2/18/15 and will vest on 2/18/18. Total amount includes 5,582 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; 1,663 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; 3,003 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16; and 3,071 RSRs granted under the LTISP on 7/19/12 that will vest on 7/19/15. /s/ Jennifer C. McGarey, Attorney-in-Fact 2015-02-20