Roshan S. Roeder - Feb 16, 2023 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 16, 2023
Transactions value $
-$119,130
Form type
4
Date filed
2/21/2023, 03:52 PM
Previous filing
Feb 15, 2023
Next filing
Oct 11, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction NOC Common Stock Options Exercise $0 +757 +53.35% $0.00 2.18K Feb 16, 2023 Direct
transaction NOC Common Stock Tax liability -$119K -256 -11.77% $465.35 1.92K Feb 16, 2023 Direct
holding NOC Common Stock 95.9 Feb 16, 2023 Held in Northrop Grumman Savings Plan F1
holding NOC Common Stock 2.35 Feb 16, 2023 By Spouse F2

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 +2.02K +321.69% $0.00 2.64K Feb 16, 2023 Common Stock 2.02K Direct F3
transaction NOC Restricted Performance Stock Rights Award $0 +4.65K +250.61% $0.00 6.51K Feb 16, 2023 Common Stock 4.65K Direct F4, F5
transaction NOC Restricted Performance Stock Rights Options Exercise $0 -757 -11.62% $0.00 5.75K Feb 16, 2023 Common Stock 757 Direct F4

Explanation of Responses:

Id Content
F1 Held in the Northrop Grumman Savings Plan (the "Plan"), a qualified defined contributions plan, as of 2/16/23. 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.
F2 Held by reporting person's spouse in the Plan, as of 2/16/23.
F3 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 2/16/23 and will vest on 2/17/26.
F4 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).
F5 The RPSRs acquired include (i) 277.82 vested RPSRs with respect to the measurement period ended 12/31/22 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/12/20 that resulted in settlement at 158% of the target award; and (ii) 4,376 unvested RPSRs granted under the LTISP on 2/16/23 with a measurement period ending on 12/31/25. A total of 756.82 shares were issued in settlement of the 2020 RPSRs with a measurement period that ended 12/31/22, and the target award amount of 479 RPSRs was previously reported in connection with the grant of the 2020 RPSRs.