FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Colan Brian P
2. Issuer Name and Ticker or Trading Symbol

LOCKHEED MARTIN CORP [ LMT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP & Controller
(Last)          (First)          (Middle)

6801 ROCKLEDGE DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

1/28/2016
(Street)

BETHESDA, MD 20817
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   1/28/2016     M    1260.0000   A $0   (1) 1260.0000   D    
Common Stock   1/28/2016     A    568.0000   (2) A $0.0000   (2) 1828.0000   D    
Common Stock   1/28/2016     F    624.0000   (3) D $206.6600   1204.0000   D    
Common Stock                  313.8937   (4) I   Lockheed Martin Salaried Savings Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (5) 1/28/2016     M         1260.0000      (5) 1/28/2016   Common Stock   1260.0000     (5) 0.0000   D    
Restricted Stock Units     (5) 1/28/2016     A      1453.0000         (6) 1/28/2019   (6) Common Stock   1453.0000   $0.0000   1453.0000   D    

Explanation of Responses:
( 1)  Each restricted stock unit granted on January 28, 2013 was the economic equivalent of one share of LMT common stock.
( 2)  Represents shares acquired upon settlement of performance stock units (PSUs) granted on January 28, 2013 following the end of a three-year performance period 2013-2015 (Performance Cycle). The amount earned during the Performance Cycle is based on the satisfaction of performance against three separate financial metrics. The shares of common stock were acquired at $206.66 per share based on the LMT closing price on January 28, 2016.
( 3)  Disposition to the Issuer of shares to satisfy the Reporting Person's tax withholding obligation upon vesting of restricted stock units which is exempt under Rule 16b-3.
( 4)  End of period holdings include additional shares acquired through dividend reinvestment.
( 5)  Each restricted stock unit represents a contingent right to receive one share of LMT common stock.
( 6)  Award of restricted stock units which vests on the third anniversary of the grant date. In accordance with the award agreement, vesting will be accelerated to the extent necessary to satisfy tax withholding obligations for retirement-eligible Reporting Persons and such vested shares shall be disposed to the Issuer for the purposes of satisfying the Reporting Person's tax withholding obligations, which is an exempt transaction under Rule 16b-3. Tax withholding is required following certification of a one-year performance goal for a retirement-eligible Reporting Person or when the Reporting Person becomes retirement-eligible, if later.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Colan Brian P
6801 ROCKLEDGE DRIVE
BETHESDA, MD 20817


VP & Controller

Signatures
Brian P. Colan, by Marian S. Block, Attorney-in-fact 2/1/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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