CVP & Pres. Defense Systems Davies Benjamin R. converted options into 977 shares, covered exercise/tax liability with 320 shares and sold $130,488 worth of shares (293 units at $445.35), increasing direct ownership by 68% to 901 units (SEC Form 4)
$NOC
Industrial Machinery/Components
Industrials
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NORTHROP GRUMMAN CORP /DE/ [ NOC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/18/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 02/18/2025 | M | 684.8 | A | $0 | 1,221.72 | D | |||
| Common Stock | 02/18/2025 | F | 220 | D | $441.36 | 1,001.72 | D | |||
| Common Stock | 02/18/2025 | M | 292 | A | $0 | 1,293.72 | D | |||
| Common Stock | 02/18/2025 | F | 100 | D | $441.36 | 1,193.72 | D | |||
| Common Stock | 02/18/2025 | S | 293(1) | D | $445.35 | 900.72 | D | |||
| Common Stock | 0.0015 | I | Held in Northrop Grumman Savings Plan(2) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | (3) | 02/18/2025 | A | 5,399.8(4) | (3) | (3) | Common Stock | 5,399.8 | $0 | 11,924.8(5) | D | ||||
| Restricted Stock Rights | (6) | 02/18/2025 | A | 2,456 | (6) | (7) | Common Stock | 2,456 | $0 | 5,309(8) | D | ||||
| Restricted Performance Stock Rights | (3) | 02/18/2025 | M | 684.8 | (3) | (3) | Common Stock | 684.8 | $0 | 11,240(9) | D | ||||
| Restricted Stock Rights | (6) | 02/18/2025 | M | 292 | (6) | (10) | Common Stock | 292 | $0 | 5,017 | D | ||||
| Explanation of Responses: |
| 1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 6, 2024. |
| 2. Held in the Northrop Grumman Savings Plan (the "Plan"), a qualified defined contribution plan, as of February 18, 2025. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred. |
| 3. 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). |
| 4. The RPSRs acquired include (i) 44.80 vested RPSRs with respect to the measurement period ended 12/31/24 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("2011 LTISP") on 2/15/22 that resulted in settlement at 107% of the target award; and (ii) 5,355 unvested RPSRs granted under the 2024 Long-Term Incentive Stock Plan (the "2024 LTISP") on 2/18/25 with a measurement period ending on 12/31/27. A total of 684.80 shares were issued in settlement of the 2022 RPSRs with a measurement period that ended 12/31/24, and the target award amount of 640 RPSRs was previously reported in connection with the grant of the 2022 RPSRs. |
| 5. Total amount includes (i) 684.80 vested RPSRs granted under the 2011 LTISP on 2/15/22 with a measurement period ended on 12/31/24; (ii) 639 RPSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (iii) 1,495 RPSRs granted under the 2011 LTISP on 11/1/23 with a measurement period ending on 12/31/25; (iv) 2,352 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (v) 1,399 RPSRs granted under the 2024 LTISP on 7/31/24 with a measurement period ending 12/31/26; and (vi) 5,355 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27. |
| 6. 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. |
| 7. The RSRs were granted under the 2024 LTISP on 2/18/2025 and will vest on 2/18/2028. |
| 8. Total amount includes (i) 292 RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25; (ii) 274 RSRs granted under the 2011 LTISP on 2/16/23 that will vest on 2/17/26; (iii) 641 RSRs granted under the 2011 LTISP on 11/1/23 that will vest on 11/2/26; (iv) 1,008 RSRs granted under the 2011 LTISP on 2/14/24 that will vest on 2/16/27; (v) 638 RSRs granted under the 2024 LTISP on 7/31/24 that will vest on 8/2/27; and (vi) 2,456 RSRs granted under the 2024 LTISP on 2/18/25 that will vest on 2/18/28. |
| 9. Total amount includes (i) 639 RSRs granted under the 2011 LTISP on 2/16/23 with a measurement period ending on 12/31/25; (ii) 1,495 RPSRs granted under the 2011 LTISP on 11/1/23 with a measurement period ending on 12/31/25; (iii) 2,352 RPSRs granted under the 2011 LTISP on 2/14/24 with a measurement period ending on 12/31/26; (iv) 1,399 RPSRs granted under the 2024 LTISP on 7/31/24 with a measurement period ending on 12/31/26; and (v) 5,355 RPSRs granted under the 2024 LTISP on 2/18/25 with a measurement period ending on 12/31/27. |
| 10. Shares issued upon vesting of RSRs granted under the 2011 LTISP on 2/15/22 that vested on 2/18/25. |
| Remarks: |
| /s/ Jennifer C. McGarey, Attorney-in-Fact | 02/20/2025 | |
| ** 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 Number. | ||