Kathy J. Warden - 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 $
-$7,660,592
Form type
4
Date filed
2/21/2023, 03:56 PM
Previous filing
Feb 15, 2023
Next filing
May 31, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOC Common Stock Options Exercise $0 +36.5K +25.85% $0.00 178K Feb 16, 2023 Direct
transaction NOC Common Stock Tax liability -$7.66M -16.5K -9.26% $465.35 161K Feb 16, 2023 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 +10.8K +40.68% $0.00 37.2K Feb 16, 2023 Common Stock 10.8K Direct F1
transaction NOC Restricted Performance Stock Rights Award $0 +32.8K +38.55% $0.00 118K Feb 16, 2023 Common Stock 32.8K Direct F2, F3
transaction NOC Restricted Performance Stock Rights Options Exercise $0 -36.5K -30.96% $0.00 81.4K Feb 16, 2023 Common Stock 36.5K 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 2/16/23 and will vest on 2/17/26.
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) 9,462.95 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 135% of the target award; and (ii) 23,342 unvested RPSRs granted under the LTISP on 2/16/23 with a measurement period ending on 12/31/25. A total of 36,499.95 shares were issued in settlement of the 2020 RPSRs with a measurement period that ended 12/31/22, and the target award amount of 27,037 RPSRs was previously reported in connection with the grant of the 2020 RPSRs.