Initial Statement of Beneficial Ownership (3)
04 Avril 2017 - 4:06PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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
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Pamiljans Janis G
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2. Date of Event Requiring Statement (MM/DD/YYYY)
4/1/2017
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3. Issuer Name
and
Ticker or Trading Symbol
NORTHROP GRUMMAN CORP /DE/ [NOC]
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(Last)
(First)
(Middle)
2980 FAIRVIEW PARK DRIVE
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
___
X
___ Officer (give title below)
_____ Other (specify below)
Corp VP & President AS Systems /
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(Street)
FALLS CHURCH, VA 22042
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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10041.3600
(1)
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D
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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 Performance Stock Rights
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(2)
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(2)
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Common Stock
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6395.0000
(3)
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(2)
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D
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Restricted Stock Rights
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(4)
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(4)
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Common Stock
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4114.0000
(5)
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(4)
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D
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Explanation of Responses:
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(
1)
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Amount includes 5.23 shares acquired under the Issuer's Dividend Reinvestment Plan through transaction date March 31, 2017, which transactions are exempted from Section 16 and not reportable under Rule 16a-11.
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(
2)
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Each Restricted Performance Stock Right ("RPSR") 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 RPSRs vest if the applicable performance metric is satisfied for the relevant performance measurement period.
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(
3)
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Total amount includes (i) 2,302 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/18/15 with a measurement period ending on 12/31/17; (ii) 2,307 unvested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/17; and (iii) 1,786 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19. Grants awarded pursuant to rule 16b-3(d).
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(
4)
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Each Restricted Stock Rights ("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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(
5)
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Total amount includes (i) 987 unvested RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; (ii) 989 unvested RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/18; (iii) 1,373 unvested RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/18; and (iv) 765 unvested RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20. Grants awarded pursuant to Rule 16b-3(d).
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Remarks:
poapamiljans.txt
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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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Pamiljans Janis G
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH, VA 22042
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Corp VP & President AS Systems
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Signatures
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/s/ Jennifer C. McGarey, Attorney-in-Fact
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4/3/2017
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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 5(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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