4//SEC Filing
KAHN MICHAEL A 4
Accession 0001104659-18-039159
CIK 0000866121other
Filed
Jun 7, 8:00 PM ET
Accepted
Jun 8, 3:38 PM ET
Size
28.6 KB
Accession
0001104659-18-039159
Insider Transaction Report
Form 4
KAHN MICHAEL A
Sr. VP & Pres Missile Products
Transactions
- Disposition to Issuer
Common Stock
2018-06-06−2,016→ 49,381 total - Disposition to Issuer
Common Stock
2018-06-06$134.50/sh−419$56,356→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Common Stock
2018-06-06$134.50/sh−3,582$481,779→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-06-06−6,822→ 0 totalExercise: $26.25Exp: 2022-03-06→ Common Stock (6,822 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-06-06−6,094→ 0 totalExercise: $30.40Exp: 2023-03-05→ Common Stock (6,094 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-06-06−5,601→ 0 totalExercise: $79.43Exp: 2026-03-17→ Common Stock (5,601 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-06-06−5,604→ 0 totalExercise: $72.06Exp: 2025-03-10→ Common Stock (5,604 underlying) - Disposition to Issuer
Common Stock
2018-06-06$134.50/sh−49,381$6,641,745→ 0 total - Disposition to Issuer
Phantom Stock Units
2018-06-06$134.50/sh−1,272$171,084→ 0 total→ Common Stock (1,272 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-06-06−2,764→ 0 totalExercise: $61.65Exp: 2024-03-11→ Common Stock (2,764 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-06-06−4,086→ 0 totalExercise: $93.51Exp: 2027-02-27→ Common Stock (4,086 underlying) - Award
Common Stock
2018-06-06+3,582→ 3,582 total
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of September 17, 2017 (the "Merger Agreement"), among Northrop Grumman Innovation Systems, Inc. (formerly known as Orbital ATK, Inc.) (the "Company"), Northrop Grumman Corporation and Neptune Merger, Inc., a wholly owned subsidiary of Northrop Grumman Corporation ("Sub"), and as a result of pro-ration in accordance with the Restricted Stock Award Agreement under the Company's 2015 Stock Incentive Plan for restricted stock grants in the year ended December 31, 2018, these shares of Company common stock were forfeited effective as of immediately prior to the effective time of the merger of the Company and Sub (the "Merger").
- [F2]Pursuant to the Merger Agreement, effective as of immediately prior to the effective time of the Merger, these shares of Company common stock were converted into the right to receive a cash payment equal to the per share merger consideration of $134.50. The amount shown above represents the gross payment, but the actual payment will be less any applicable withholding for taxes.
- [F3]Pursuant to the Merger Agreement, outstanding performance shares became fully vested immediately prior to the effective time of the Merger in accordance with the terms of the Merger Agreement, subject to pro-ration in accordance with the Merger Agreement, and were deemed vested and then converted into the right to receive a cash payment equal to the number of shares of Company common stock underlying the vested performance shares, multiplied by the per share merger consideration of $134.50, less any applicable withholding for taxes.
- [F4]Pursuant to the Merger Agreement, effective as of the effective time of the Merger, outstanding phantom stock units became fully vested in accordance with the terms of the Merger Agreement and were converted into the right to receive a cash payment equal to the number of shares of Company common stock underlying the vested phantom stock units multiplied by the per share merger consideration of $134.50, less any applicable withholding for taxes, payable in accordance with, and subject to, the deferral elections applicable to such phantom stock units as of immediately prior to the effective time of the Merger.
- [F5]Pursuant to the Merger Agreement, effective as of the effective time of the Merger, outstanding options, whether vested or not, became fully vested in accordance with the terms of the Merger Agreement and were canceled in exchange for a cash payment equal to the number of shares of Company common stock underlying the vested options multiplied by the excess of the per share merger consideration of $134.50 over the per share exercise price, less any applicable withholding for taxes.
Documents
Issuer
Northrop Grumman Innovation Systems, Inc.
CIK 0000866121
Entity typeother
Related Parties
1- filerCIK 0001277339
Filing Metadata
- Form type
- 4
- Filed
- Jun 7, 8:00 PM ET
- Accepted
- Jun 8, 3:38 PM ET
- Size
- 28.6 KB