0001104659-18-039157.txt : 20180608 0001104659-18-039157.hdr.sgml : 20180608 20180608153745 ACCESSION NUMBER: 0001104659-18-039157 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: PIERCE GARRETT E CENTRAL INDEX KEY: 0001231084 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10582 FILM NUMBER: 18889268 MAIL ADDRESS: STREET 1: 21839 ATLANTIC BLVD 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 0001231084 PIERCE GARRETT E NORTHROP GRUMMAN INNOVATION SYSTEMS, INC 2980 FAIRVIEW PARK DR. FALLS CHURCH VA 22042 0 1 0 0 Former Chief Financial Officer Common Stock 2018-06-06 4 D 0 4031 0 D 77454 D Common Stock 2018-06-06 4 D 0 77454 134.50 D 0 D Common Stock 2018-06-06 4 D 0 2215 134.50 D 0 I By 401(k) Plan Common Stock 2018-06-06 4 A 0 9746 0 A 9746 D Common Stock 2018-06-06 4 D 0 9746 134.50 D 0 D Employee Stock Option (Right to Buy) 72.06 2018-06-06 4 D 0 9747 D 2025-03-10 Common Stock 9747 0 D Employee Stock Option (Right to Buy) 79.43 2018-06-06 4 D 0 9741 D 2026-03-17 Common Stock 9741 0 D Employee Stock Option (Right to Buy) 93.51 2018-06-06 4 D 0 8173 D 2027-02-27 Common Stock 8173 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