0001104659-18-039169.txt : 20180608
0001104659-18-039169.hdr.sgml : 20180608
20180608155332
ACCESSION NUMBER: 0001104659-18-039169
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: THOMPSON DAVID W
CENTRAL INDEX KEY: 0001045853
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10582
FILM NUMBER: 18889340
MAIL ADDRESS:
STREET 1: 21700 ATLANTIC BLVD
STREET 2: ORBITAL SCIENCES CORP
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
0001045853
THOMPSON DAVID W
NORTHROP GRUMMAN INNOVATION SYSTEMS, INC
2980 FAIRVIEW PARK DR.
FALLS CHURCH
VA
22042
1
1
0
0
Former President and CEO
Common Stock
2018-06-06
4
D
0
8465
0
D
83274
D
Common Stock
2018-06-06
4
D
0
83274
134.50
D
0
D
Common Stock
2018-06-06
4
D
0
10147
134.50
D
0
I
By Spouse
Common Stock
2018-06-06
4
D
0
2385
134.50
D
0
I
By 401(k) Plan
Common Stock
2018-06-06
4
A
0
17146
0
A
17146
D
Common Stock
2018-06-06
4
D
0
17146
134.50
D
0
D
Common Stock
2018-06-06
4
A
0
70
0
A
70
D
Common Stock
2018-06-06
4
D
0
70
134.50
D
0
D
Deferred Stock Units
2018-06-06
4
A
0
4764
0
D
Common Stock
4764
12569
D
Deferred Stock Units
2018-06-06
4
D
0
12569
134.50
D
Common Stock
12569
0
D
Employee Stock Option (Right to Buy)
72.06
2018-06-06
4
D
0
23392
D
2025-03-10
Common Stock
23392
0
D
Employee Stock Option (Right to Buy)
79.43
2018-06-06
4
D
0
23380
D
2026-03-17
Common Stock
23380
0
D
Employee Stock Option (Right to Buy)
93.51
2018-06-06
4
D
0
17163
D
2027-02-27
Common Stock
17163
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.
This acquisition and disposition of shares, which occurred simultaneously, represent the withholding and the conversion into the per share merger consideration of $134.50, respectively of Company common stock underlying vested performance shares equal (in the aggregate) to the amount of Medicare taxes owed in connection with the reporting person's deferral under the Company's Nonqualified Deferred Compensation Plan (the "NQDCP"), which deferral, credited as deferred stock units, is reported in Table II of this Form 4.
These deferred stock units were credited to the reporting person's account under the NQDCP in lieu of the payment of Company common stock underlying the deferred portion of the reporting person's vested performance shares. The number of deferred stock units credited to the reporting person's account was determined on a one-for-one basis equal to the number of shares of Company common stock that would have been paid in respect of such deferred portion of vested performance shares, reduced by the number of shares having a value equal to the Company's Medicare tax withholding obligation resulting from the deferral of such payment.
Pursuant to the Merger Agreement, effective as of the effective time of the Merger, outstanding deferred stock units became fully vested in accordance with the terms of the Merger Agreement and were converted into the right to receive a cash payment equal to the number of shares of Company common stock underlying the vested deferred stock units multiplied by the per share merger consideration of $134.50, less any applicable withholding for taxes, payable in accordance with, and subject to, the deferral elections applicable to such deferred stock units as of immediately prior to the effective time of the Merger.
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