Ann M. Addison - Feb 15, 2022 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Signature
/s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol
NOC
Transactions as of
Feb 15, 2022
Transactions value $
-$831,873
Form type
4
Date filed
2/17/2022, 03:46 PM
Previous filing
Feb 16, 2022
Next filing
Feb 15, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOC Common Stock Options Exercise $0 +5.04K +93.15% $0.00 10.5K Feb 15, 2022 Direct
transaction NOC Common Stock Tax liability -$832K -2.16K -20.68% $384.77 8.29K Feb 15, 2022 Direct
holding NOC Common Stock 202 Feb 15, 2022 Held in Northrop Grumman Savings Plan F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NOC Restricted Stock Rights Award $0 +1.64K +46.84% $0.00 5.14K Feb 15, 2022 Common Stock 1.64K Direct F2
transaction NOC Restricted Performance Stock Rights Award $0 +4.5K +37.25% $0.00 16.6K Feb 15, 2022 Common Stock 4.5K Direct F3, F4
transaction NOC Restricted Performance Stock Rights Options Exercise $0 -5.04K -30.43% $0.00 11.5K Feb 15, 2022 Common Stock 5.04K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Held in the Northrop Grumman Savings Plan (the Plan), a qualified defined contribution plan, as of February 15, 2022. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred.
F2 Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares in 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 Long-Term Incentive Stock Plan ("LTISP") on 2/15/22 and will vest on 2/18/25.
F3 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).
F4 The RPSRs acquired include (i) 909 vested RPSRs with respect to the measurement period ended 12/31/21 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/13/19 that resulted in settlement at 122% of the target award; and (ii) 3,587 unvested RPSRs granted under the LTISP on 2/15/22 with a measurement period ending on 12/31/24. A total of 5,041.04 shares were issued in settlement of the 2019 RPSRs with a measurement period that ended 12/31/21, and the target award amount of 4,132 RPSRs was previously reported in connection with the grant of the 2019 RPSRs.