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Filing Details

Accession Number:: 0001225208-18-003061
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-02-15 17:38:28
Reporting Period:: 2018-02-13

Accepted Time:: 2018-02-15 17:38:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1133421	Northrop Grumman Corp	NOC	Search, Detection, Navagation, Guidance, Aeronautical Sys (3812)	800640649

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1421154	M. Denise Peppard	2980 Fairview Park Drive Falls Church VA 22042	Corp Vp & Chf Hr Ofcr	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2018-02-13	10,061	$0.00	38,613	No	4	M	Direct
Common Stock	Disposition	2018-02-13	2,539	$335.12	36,074	No	4	S	Direct
Common Stock	Disposition	2018-02-13	4,374	$0.00	31,700	No	4	F	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	F	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Performance Stock Rights	Acquisiton	2018-02-13	6,934	$0.00	6,934	$0.00
Common Stock	Restricted Performance Stock Rights	Disposition	2018-02-13	10,061	$0.00	10,061	$0.00
Common Stock	Restricted Stock Rights	Acquisiton	2018-02-13	1,626	$0.00	1,626	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
25,001	No	4	A	Direct
14,940	No	4	M	Direct
9,759	No	4	A	Direct

Footnotes

Shares expected to be issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/18/15 with a valuation of performance measurement period ("measurement period") that ended 12/31/17. RPSRs to be settled at 150% of target. The shares are anticipated to be distributed into the participant's account on February 22, 2018.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
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 application performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).
The RPSRs acquired include (i) 3,353.50 vested RPSRs with respect to the measurement period ended 12/31/17 acquired due to settlement of the 2015 RPSRs held at 150% of the target award and (ii) 3,580 unvested RPSRs granted under the LTISP on 2/13/18 with a measurement period ending on 12/31/20.
Total amount includes 10,060.50 vested RPSRs granted under the LTISP on 2/18/15 with a measurement period ended on 12/31/17; 3,580 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 5,186 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; and 6,174 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18.
Total amount includes 3,580 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 5,186 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; and 6,174 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18.
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 2/13/18 and will vest on 2/13/21.
Total amount includes 1,626 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 2,169 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 2,801 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; and 3,163 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18.