Sec Form 4 Filing - Bennett Dale P @ LOCKHEED MARTIN CORP - 2016-01-28

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 Bennett Dale 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) Executive Vice President (Last) (First) (Middle) 6801 ROCKLEDGE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2016 (Street) BETHESDA, MD20817 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 01/28/2016 A 28,162 ( 1 ) A $ 0 ( 1 ) 29,936.229 D Common Stock 01/28/2016 M 7,562 A $ 0 ( 2 ) 37,498.229 D Common Stock 01/28/2016 M 179 ( 3 ) A $ 0 ( 3 ) 37,677.229 D Common Stock 01/28/2016 F 17,505 ( 4 ) D $ 206.66 20,172.229 ( 5 ) D Common Stock 8,292.1782 ( 5 ) I Lockheed Martin Salaried Savings Plan

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 Stock Units ( 6 ) 01/28/2016 M 7,562 ( 6 ) 01/28/2016 Common Stock 7,562 ( 6 ) 0 D Restricted Stock Units ( 6 ) 01/28/2016 A 4,826 ( 7 ) 01/28/2019( 7 ) Common Stock 4,826 $ 0 4,826 D Restricted Stock Units ( 6 ) 01/28/2016 M 179 ( 3 ) ( 6 ) 01/29/2018 Common Stock 179 ( 6 ) 3,721 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bennett Dale P 6801 ROCKLEDGE DRIVE BETHESDA, MD20817 Executive Vice President Signatures Dale P. Bennett, by Marian S. Block, Attorney-in-fact 02/01/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 were acquired at $206.66 per share based on the closing price on January 28, 2016. ( 2 )Each restricted stock unit granted on January 28, 2013 was the economic equivalent of one share of LMT common stock. ( 3 )Represents the accelerated vesting of shares received upon the conversion of a portion of restricted stock units granted on January 29, 2015 with a value equal to the tax withholding obligations for the retirement-eligible Reporting Person and disposition to the Issuer of such shares to satisfy the Reporting Person's tax withholding obligations, which transaction is exempt 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. ( 4 )Disposition to the Issuer of shares to satisfy the Reporting Person's tax withholding obligations upon vesting of stock units which is exempt under Rule 16b-3. ( 5 )End of period holdings include additional shares acquired through dividend reinvestment. ( 6 )Each restricted stock unit represents a contingent right to receive one share of LMT common stock. ( 7 )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.

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).

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