0001104659-18-039156.txt : 20180608
0001104659-18-039156.hdr.sgml : 20180608
20180608153716
ACCESSION NUMBER: 0001104659-18-039156
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180606
FILED AS OF DATE: 20180608
DATE AS OF CHANGE: 20180608
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Culbertson Frank L. Jr.
CENTRAL INDEX KEY: 0001557458
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10582
FILM NUMBER: 18889264
MAIL ADDRESS:
STREET 1: C/O ORBITAL SCIENCES CORPORATION
STREET 2: 45101 WARP DRIVE
CITY: DULLES
STATE: VA
ZIP: 20166
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Northrop Grumman Innovation Systems, Inc.
CENTRAL INDEX KEY: 0000866121
STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760]
IRS NUMBER: 411672694
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2980 FAIRVIEW PARK DRIVE
CITY: FALLS CHURCH
STATE: VA
ZIP: 22042
BUSINESS PHONE: 7032802900
MAIL ADDRESS:
STREET 1: 2980 FAIRVIEW PARK DRIVE
CITY: FALLS CHURCH
STATE: VA
ZIP: 22042
FORMER COMPANY:
FORMER CONFORMED NAME: ORBITAL ATK, INC.
DATE OF NAME CHANGE: 20150209
FORMER COMPANY:
FORMER CONFORMED NAME: ALLIANT TECHSYSTEMS INC
DATE OF NAME CHANGE: 19930328
4
1
a4.xml
4
X0306
4
2018-06-06
1
0000866121
Northrop Grumman Innovation Systems, Inc.
OA
0001557458
Culbertson Frank L. Jr.
NORTHROP GRUMMAN INNOVATION SYSTEMS, INC
2980 FAIRVIEW PARK DR.
FALLS CHURCH
VA
22042
0
1
0
0
Fmr EVP, Pres Space Sys Grp
Common Stock
2018-06-06
4
D
0
2016
0
D
23097
D
Common Stock
2018-06-06
4
D
0
23097
134.50
D
0
D
Common Stock
2018-06-06
4
A
0
3582
0
A
3582
D
Common Stock
2018-06-06
4
D
0
3582
134.50
D
0
D
Employee Stock Option (Right to Buy)
72.06
2018-06-06
4
D
0
5604
D
2025-03-10
Common Stock
5604
0
D
Employee Stock Option (Right to Buy)
79.43
2018-06-06
4
D
0
5601
D
2026-03-17
Common Stock
5601
0
D
Employee Stock Option (Right to Buy)
93.51
2018-06-06
4
D
0
4086
D
2027-02-27
Common Stock
4086
0
D
Pursuant to the Agreement and Plan of Merger, dated as of September 17, 2017 (the "Merger Agreement"), among Northrop Grumman Innovation Systems, Inc. (formerly known as Orbital ATK, Inc.) (the "Company"), Northrop Grumman Corporation and Neptune Merger, Inc., a wholly owned subsidiary of Northrop Grumman Corporation ("Sub"), and as a result of pro-ration in accordance with the Restricted Stock Award Agreement under the Company's 2015 Stock Incentive Plan for restricted stock grants in the year ended December 31, 2018, these shares of Company common stock were forfeited effective as of immediately prior to the effective time of the merger of the Company and Sub (the "Merger").
Pursuant to the Merger Agreement, effective as of immediately prior to the effective time of the Merger, these shares of Company common stock were converted into the right to receive a cash payment equal to the per share merger consideration of $134.50. The amount shown above represents the gross payment, but the actual payment will be less any applicable withholding for taxes.
Pursuant to the Merger Agreement, outstanding performance shares became fully vested immediately prior to the effective time of the Merger in accordance with the terms of the Merger Agreement, subject to pro-ration in accordance with the Merger Agreement, and were deemed vested and then converted into the right to receive a cash payment equal to the number of shares of Company common stock underlying the vested performance shares, multiplied by the per share merger consideration of $134.50, less any applicable withholding for taxes.
Pursuant to the Merger Agreement, effective as of the effective time of the Merger, outstanding options, whether vested or not, became fully vested in accordance with the terms of the Merger Agreement and were canceled in exchange for a cash payment equal to the number of shares of Company common stock underlying the vested options multiplied by the excess of the per share merger consideration of $134.50 over the per share exercise price, less any applicable withholding for taxes.
/s/ James S. Black, II, Attorney-in-Fact
2018-06-08