Michael A. Hardesty - Feb 15, 2022 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role
Corp VP, Controller & CAO
Signature
/s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol
NOC
Transactions as of
Feb 15, 2022
Transactions value $
-$387,463
Form type
4
Date filed
2/17/2022, 03:44 PM
Previous filing
Feb 16, 2022
Next filing
Feb 24, 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOC Common Stock Options Exercise $0 +2.83K +90.49% $0.00 5.95K Feb 15, 2022 Direct
transaction NOC Common Stock Tax liability -$387K -1.01K -16.93% $384.77 4.94K Feb 15, 2022 Direct

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 +655 +48.16% $0.00 2.02K Feb 15, 2022 Common Stock 655 Direct F1
transaction NOC Restricted Performance Stock Rights Award $0 +2.47K +50.88% $0.00 7.33K Feb 15, 2022 Common Stock 2.47K Direct F2, F3
transaction NOC Restricted Performance Stock Rights Options Exercise $0 -2.83K -38.52% $0.00 4.51K Feb 15, 2022 Common Stock 2.83K Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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).
F3 The RPSRs acquired include (i) 1,037 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 158% of the target award; and (ii) 1,436 unvested RPSRs granted under the LTISP on 2/15/22 with a measurement period ending on 12/31/24. A total of 2,825 shares were issued in settlement of the 2019 RPSRs with a measurement period that ended 12/31/21, and the target award amount of 1,788 RPSRs was previously reported in connection with the grant of the 2019 RPSRs.