Form Type: 4

SEC EDGAR Link
Accession Number:0001225208-20-002415
Date:2020-02-12
Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
Original Submission Date:

Reporting Person:

LARSON BLAKE E
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
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 6,009 (a) common stock 6,009 $0.00 20,399 direct
RESTRICTED STOCK RIGHTS 0.0 2020-02-12 deemed execution date A 3,959 (a) common stock 3,959 $0.00 10,073 direct
Footnotes
IDfootnote
f1 each restricted performance stock right ("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).
f2 these unvested rpsrs were granted under the 2011 long-term incentive stock plan ("ltisp") on 2/12/20 with a measurement period ending on 12/31/22.
f3 total amount includes 6,009 rpsrs granted on 2/12/20 with a measurement period ending on 12/31/22; 7,748 rpsrs granted on 2/13/19 with a measurement period ending on 12/31/21; and 6,642 rpsrs granted on 6/13/18 with a measurement period ending on 12/31/20.
f4 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 2/12/20. 1,414 of the rsrs will vest on 12/31/21 and 2,515 will vest on 2/12/23.
f5 total amount includes 2,545 rsrs granted under the ltisp on 2/12/20 that will vest on 2/13/23; 1,414 rsrs granted under the ltisp on 2/12/20 that will vest on 12/31/21; 3,283 rsrs granted under the ltisp on 2/13/19 that will vest on 2/13/22; and 2,831 rsrs granted under the ltisp on 6/13/18 that will vest on 6/13/21.
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