SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DEYOUNG MARK W

(Last)

(First)

(Middle)

C/O ORBITAL ATK, INC.

45101 WARP DRIVE

(Street)

DULLES

20166

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ORBITAL ATK, INC. [ OA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Former President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/09/2015		F⁽¹⁾		9,579	D	$65.25	74,719⁽²⁾	D
Common Stock								1,299⁽³⁾	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	02/09/2015		A⁽⁵⁾		44,162		03/31/2015	03/31/2015	Common Stock	44,162	$0	44,162	D
Restricted Stock Units	⁽⁴⁾	02/09/2015		A⁽⁵⁾		23,110		03/31/2016	03/31/2016	Common Stock	23,110	$0	23,110	D
Restricted Stock Units	⁽⁴⁾	02/09/2015		A⁽⁵⁾		14,995		03/31/2017	03/31/2017	Common Stock	14,995	$0	14,995	D
Employee Stock Option (right to buy)	$26.2528⁽⁶⁾							⁽⁷⁾	03/06/2022	Common Stock	58,915⁽⁶⁾		58,915	D
Employee Stock Option (right to buy)	$30.4041⁽⁸⁾							⁽⁹⁾	03/05/2023	Common Stock	52,631⁽⁸⁾		52,631	D
Employee Stock Option (right to buy)	$61.6541⁽¹⁰⁾							⁽¹¹⁾	03/11/2024	Common Stock	22,117⁽¹⁰⁾		22,117	D

Explanation of Responses:

1. Shares withheld to pay taxes for vesting of restricted stock in connection with spin-off (Spin-off) of Vista Outdoor Inc. from Alliant Techsystems Inc. (ATK) and pursuant to terms of Transaction Agreement relating to Spin-off.

2. 8,997 of these shares are subject to restrictions including possible forfeiture under ATK's 2005 Stock Incentive Plan.

3. Based on a plan statement dated December 31, 2014.

4. 1-for-1.

5. In connection with Spin-off, and pursuant to terms of Transaction Agreement, Performance Awards under ATK's 2005 Stock Incentive Plan, which would have been payable following three-year performance period ending on vesting date and based upon achievement of certain performance levels, converted to time-vested Restricted Stock Units.

6. This option was previously reported as an option for 58,915 shares of common stock at an exercise price of $56.79 per share but was adjusted as a result of the Spin-off.

7. Three annual installments beginning 3/6/13.

8. This option was previously reported as an option for 52,631 shares of common stock at an exercise price of $65.77 per share but was adjusted as a result of the Spin-off.

9. Three annual installments beginning 3/5/14.

10. This option was previously reported as an option for 22,117 shares of common stock at an exercise price of $133.37 per share but was adjusted as a result of the Spin-off.

11. Three annual installments beginning 3/11/15.

	/s/Mark W. DeYoung	02/19/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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