Sec Form 4 Filing - Jones Christopher T @ NORTHROP GRUMMAN CORP /DE/ - 2016-02-17

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Jones Christopher T
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)
Corp VP & Pres Tech Svcs
(Last) (First) (Middle)
2980 FAIRVIEW PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/17/2016
(Street)
FALLS CHURCH, VA22042
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 02/17/2016 M 47,067 ( 1 ) A $ 0 64,327.308 ( 2 ) D
Common Stock 02/17/2016 F 21,694 ( 3 ) D $ 190.06 42,633.308 ( 2 ) D
Common Stock 1,619.697 I Held in Northrop Grumman Savings & Investment Plan ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 ( 5 ) 02/17/2016 A 26,584 ( 6 ) ( 5 ) ( 5 ) Common Stock 26,584 $ 0 83,920 ( 7 ) D
Restricted Performance Stock Rights ( 5 ) 02/17/2016 M 47,067 ( 1 ) ( 5 ) ( 5 ) Common Stock 47,067 $ 0 36,853 ( 8 ) D
Restricted Stock Rights ( 9 ) 02/17/2016 A 4,943 ( 9 ) ( 9 ) Common Stock 4,943 $ 0 27,717 ( 10 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jones Christopher T
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH, VA22042
Corp VP & Pres Tech Svcs
Signatures
/s/ Jennifer C. McGarey, Attorney-in-Fact 02/19/2016
Signature of Reporting Person Date
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 2/20/13 with a valuation of performance measurement period ("measurement period") ended 12/31/15. The RPSRs were settled at 150% of target.
( 2 )Amount also includes shares acquired under the Issuer's Dividend Reinvestment Plan through transaction date February 12, 2016, which transactions are exempted from Section 16 and not reportable under Rule 16a-11.
( 3 )Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e).
( 4 )Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 12, 2016. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.
( 5 )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).
( 6 )The RPSRs acquired include (i) 15,689 additional vested RPSRs with respect to the measurement period ended 12/31/15 acquired due to settlement of the 2013 RPSRs held at 150% of the target award and (ii) 10,895 unvested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/18.
( 7 )Total amount includes 47,067 vested RPSRs granted under the LTISP on 2/20/13 with a measurement period ended on 12/31/15; 10,895 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; 10,850 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; and 15,108 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16.
( 8 )Total amount includes 10,895 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; 10,850 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; and 15,108 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16.
( 9 )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 2/17/16 and will vest on 2/17/19.
( 10 )Total amount includes 4,943 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 5,117 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; 6,300 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; and 11,357 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16.

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