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 *

FLACH GLORIA A
2. Issuer Name and Ticker or Trading Symbol

NORTHROP GRUMMAN CORP /DE/ [ NOC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CVP & Chief Operating Officer
(Last)          (First)          (Middle)

2980 FAIRVIEW PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/17/2017
(Street)

FALLS CHURCH, VA 22042
(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   2/17/2017     M    31303.4800   (1) A $0.0000   93114.9800   D    
Common Stock   2/17/2017     F    15332.0000   (2) D $243.5800   77782.9800   D    
Common Stock   2/19/2017   (3)   M    8820.0000   (4) A $0.0000   86602.9800   D    
Common Stock   2/19/2017   (3)   F    4445.0000   (5) D $243.5800   82157.9800   D    

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 Performance Stock Rights     (6) 2/17/2017     A      20828.4800   (7)        (6)   (6) Common Stock   20828.4800   $0.0000   68499.4800   (8) D    
Restricted Performance Stock Rights     (6) 2/17/2017     M         31303.4800   (1)     (6)   (6) Common Stock   31303.4800   $0.0000   37196.0000   (9) D    
Restricted Stock Rights     (10) 2/17/2017     A      4465.0000         (10)   (10) Common Stock   4465.0000   $0.0000   25564.0000   (11) D    
Restricted Stock Rights     (12) 2/19/2017   (3)   M         8820.0000   (4)     (12)   (12) Common Stock   8820.0000   $0.0000   16744.0000   (13) D    

Explanation of Responses:
( 1)  Shares issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/19/14 with a valuation of performance measurement period ("measurement period") ended 12/31/16. The RPSRs were settled at 148% of target.
( 2)  Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e)
( 3)  In light of the vesting date, Sunday, February 19, 2017, and in accordance with the terms of the LTISP, award shares were valued based on the Company's closing stock price on February 17, 2017, the immediately preceding business day. The shares were distributed into the participant's account on February 22, 2017.
( 4)  Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/19/14 that vested on 2/19/17.
( 5)  Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).
( 6)  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 application performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).
( 7)  The RPSRs acquired include (i) 10,152.48 vested RPSRs with respect to the measurement period ended 12/31/16 acquired due to settlement of the 2014 RPSRs held at 148% of the target award and (ii) 10,676 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19.
( 8)  Total amount includes 31,303.48 vested RPSRs granted under the LTISP on 2/19/14 with a measurement period ended on 12/31/16; 10,676 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 12,710 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 13,810 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.
( 9)  Total amount includes 10,676 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 12,710 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 13,810 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.
( 10)  Each 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 2/17/17 and will vest on 2/17/20.
( 11)  Total amount includes 4,465 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 5,767 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 6,512 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; and 8,820 RSRs granted under the LTISP on 2/19/14 that vested on 2/19/17.
( 12)  Each 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.
( 13)  Total amount includes 4,465 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 5,767 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; and 6,512 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FLACH GLORIA A
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH, VA 22042


CVP & Chief Operating Officer

Signatures
/s/ Jennifer C. McGarey, Attorney-in-Fact 2/22/2017
** 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).
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