0001225208-20-002420.txt : 20200214 0001225208-20-002420.hdr.sgml : 20200214 20200214193019 ACCESSION NUMBER: 0001225208-20-002420 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200212 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warden Kathy J CENTRAL INDEX KEY: 0001559112 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16411 FILM NUMBER: 20622829 MAIL ADDRESS: STREET 1: 2980 FAIRVIEW PARK DRIVE CITY: FALLS CHURCH STATE: VA ZIP: 22042 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 4 1 doc4.xml X0306 4 2020-02-12 0001133421 NORTHROP GRUMMAN CORP /DE/ NOC 0001559112 Warden Kathy J 2980 FAIRVIEW PARK DRIVE FALLS CHURCH VA 22042 1 1 Chairman, CEO and President Common Stock 2020-02-12 4 M 0 12704.4400 0.0000 A 105599.2900 D Common Stock 2020-02-12 4 F 0 5322.0000 0.0000 D 100277.2900 D Restricted Performance Stock Rights 2020-02-12 4 A 0 29065.4400 0.0000 A Common Stock 29065.4400 96273.4400 D Restricted Performance Stock Rights 2020-02-12 4 M 0 12704.4400 0.0000 D Common Stock 12704.4400 83569.0000 D Restricted Stock Rights 2020-02-12 4 A 0 11453.0000 0.0000 A Common Stock 11453.0000 39604.0000 D Shares expected to be issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/17/17 with a valuation of performance measurement period ("measurement period") that ended 12/31/19. RPSRs to be settled at 119% of target. The shares are anticipated to be distributed into the participant's account on February 14, 2020. 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) 2,028.44 vested RPSRs with respect to the measurement period ended 12/31/19 acquired due to settlement of the 2017 RPSRs held at 119% of the target award and (ii) 27,037 unvested RPSRs granted under the LTISP on 2/12/20 with a measurement period ending on 12/31/22. Total amount includes 12,704.44 vested RPSRs granted under the LTISP on 2/17/17 with a measurement period ended on 12/31/19; 27,037 RPSRs granted on 2/12/20 with a measurement period ending on 12/31/22; 33,572 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 13,016 RPSRs granted on 9/19/18 with a measurement period ending on 12/31/20; and 9,944 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20. Total amount includes 27,037 RPSRs granted on 2/12/20 with a measurement period ending on 12/31/22; 33,572 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 13,016 RPSRs granted on 9/19/18 with a measurement period ending on 12/31/20; and 9,944 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20. 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 2/12/20 and will vest on 2/12/23. Total amount includes 11,453 RSRs granted under the LTISP on 2/12/20 that will vest on 2/12/23; 14,227 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 4,943 RSRs granted under the LTISP on 9/19/18 that will vest on 9/19/21; 4,516 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and 4,465 RSRs granted under the LTISP on 2/17/17 that will vest on 2/18/20. /s/ Jennifer C. McGarey, Attorney-in-Fact 2020-02-14