Form Type: 4

SEC EDGAR Link
Accession Number:0001225208-20-002421
Date:2020-02-12
Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
Original Submission Date:

Reporting Person:

BEDINGFIELD KENNETH L
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH, VA 22042

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-02-12 M 11,798 a $0.00 47,191 direct
COMMON STOCK 2020-02-12 F 5,295 d $0.00 41,896 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED PERFORMANCE STOCK RIGHTS 0.0 2020-02-12 deemed execution date A 1,884 (a) common stock 1,884 $0.00 27,797 direct
RESTRICTED PERFORMANCE STOCK RIGHTS 0.0 2020-02-12 deemed execution date M 11,798 (d) common stock 11,798 $0.00 15,999 direct
Footnotes
IDfootnote
f1 shares expected to be issued in settlement of restricted performance stock rights ("rpsrs") granted under the 2011 long-term incentive stock plan ("ltisp") on 2/17/17 with a valuation of performance measurement period ("measurement period") that ended 12/31/19. rpsrs to be settled at 119% of target. the shares are anticipated to be distributed into the participant's account on february 14, 2020.
f2 shares surrendered to issuer in payment of tax liability in connection with settlement of rpsrs in accordance with rule 16b-3(e)
f3 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 applicable performance metric is satisfied for the relevant measurement period. grants awarded pursuant to rule 16b-3(d).
f4 these vested rpsrs were acquired with respect to the measurement period ended 12/31/19 due to settlement of the 2017 rpsrs held at 119% of the target award.
f5 total amount includes 11,797.66 vested rpsrs granted under the ltisp on 2/17/17 with a measurement period ended on 12/31/19; 9,038 rpsrs granted on 2/13/19 with a measurement period ending on 12/31/21; and 6,961 rpsrs granted on 2/13/18 with a measurement period ending on 12/31/20.
f6 total amount includes 9,038 rpsrs granted on 2/13/19 with a measurement period ending on 12/31/21; and 6,961 rpsrs granted on 2/13/18 with a measurement period ending on 12/31/20.
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