Statement of Changes in Beneficial Ownership (4)
18 Février 2015 - 11:09PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Caylor Mark A
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2. Issuer Name
and
Ticker or Trading Symbol
NORTHROP GRUMMAN CORP /DE/
[
NOC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Corp VP & Pres ESS & CSO
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(Last)
(First)
(Middle)
2980 FAIRVIEW PARK DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/13/2015
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(Street)
FALLS CHURCH, VA 22042
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/13/2015
(1)
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M
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2137.0000
(2)
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A
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$0.0000
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9531.0000
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D
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Common Stock
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2/18/2015
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F
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775.0000
(3)
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D
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$167.1400
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8756.0000
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D
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Common Stock
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33.0260
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I
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Held in Northrop Grumman Savings & Investment Plan
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Rights
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(5)
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2/13/2015
(1)
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M
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2137.0000
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(5)
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(5)
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Common Stock
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2137.0000
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$0.0000
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18210.0000
(6)
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D
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Explanation of Responses:
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(
1)
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In light of the RSR vesting date, Sunday, February 15, 2015, occurring on a weekend, and in accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), RSR award shares were valued based on the Company's closing stock price on Friday, February 13, 2015, the immediately preceding business day. The shares were distributed into the participant's account on this date.
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(
2)
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Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/15/12 that vested on 2/15/15.
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(
3)
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Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e).
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(
4)
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Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 13, 2015. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.
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(
5)
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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.
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(
6)
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Total amount includes 4,032 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; 7,268 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16; and 6,910 RSRs granted under the LTISP on 7/19/12 that will vest on 7/19/15.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Caylor Mark A
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH, VA 22042
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Corp VP & Pres ESS & CSO
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Signatures
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/s/ Jennifer C. McGarey, Attorney-in-Fact
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2/18/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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