Thomas H. Jones - Feb 15, 2022 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Signature
/s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol
NOC
Transactions as of
Feb 15, 2022
Transactions value $
-$247,048
Form type
4
Date filed
2/17/2022, 03:43 PM
Previous filing
Feb 16, 2022
Next filing
Feb 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction NOC Common Stock Options Exercise $0 +1.51K +45.54% $0.00 4.84K Feb 15, 2022 Direct
transaction NOC Common Stock Tax liability -$202K -524 -10.83% $384.77 4.31K Feb 15, 2022 Direct
transaction NOC Common Stock Sale -$45.4K -118 -2.73% $384.99 4.2K Feb 16, 2022 Direct F1

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 +2.46K +67.44% $0.00 6.1K Feb 15, 2022 Common Stock 2.46K Direct F2
transaction NOC Restricted Performance Stock Rights Award $0 +5.94K +65.83% $0.00 15K Feb 15, 2022 Common Stock 5.94K Direct F3, F4
transaction NOC Restricted Performance Stock Rights Options Exercise $0 -1.51K -10.12% $0.00 13.4K Feb 15, 2022 Common Stock 1.51K Direct F3

Explanation of Responses:

Id Content
F1 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
F2 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.
F3 Each Restricted Stock Performance 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).
F4 The RPSRs acquired include (i) 556 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) 5,381 unvested RPSRs granted under the LTISP on 2/15/22 with a measurement period ending on 12/31/24. A total of 1,514 shares were issued in settlement of the 2019 RPSRs with a measurement period that ended 12/31/21, and the target award amount of 958 RPSRs was previously reported in connection with the grant of the 2019 RPSRs.