4//SEC Filing
THOMPSON DAVID W 4
Accession 0001104659-18-039169
CIK 0000866121other
Filed
Jun 7, 8:00 PM ET
Accepted
Jun 8, 3:53 PM ET
Size
30.4 KB
Accession
0001104659-18-039169
Insider Transaction Report
Form 4
THOMPSON DAVID W
DirectorPresident & CEO
Transactions
- Disposition to Issuer
Common Stock
2018-06-06−8,465→ 83,274 total - Award
Common Stock
2018-06-06+70→ 70 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-06-06−17,163→ 0 totalExercise: $93.51Exp: 2027-02-27→ Common Stock (17,163 underlying) - Disposition to Issuer
Common Stock
2018-06-06$134.50/sh−10,147$1,364,772→ 0 total(indirect: By Spouse) - Award
Common Stock
2018-06-06+17,146→ 17,146 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-06-06−23,380→ 0 totalExercise: $79.43Exp: 2026-03-17→ Common Stock (23,380 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2018-06-06−23,392→ 0 totalExercise: $72.06Exp: 2025-03-10→ Common Stock (23,392 underlying) - Disposition to Issuer
Common Stock
2018-06-06$134.50/sh−2,385$320,783→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Common Stock
2018-06-06$134.50/sh−17,146$2,306,137→ 0 total - Disposition to Issuer
Deferred Stock Units
2018-06-06$134.50/sh−12,569$1,690,531→ 0 total→ Common Stock (12,569 underlying) - Disposition to Issuer
Common Stock
2018-06-06$134.50/sh−83,274$11,200,353→ 0 total - Disposition to Issuer
Common Stock
2018-06-06$134.50/sh−70$9,415→ 0 total - Award
Deferred Stock Units
2018-06-06−4,764→ 12,569 total→ Common Stock (4,764 underlying)
Footnotes (7)
- [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]This acquisition and disposition of shares, which occurred simultaneously, represent the withholding and the conversion into the per share merger consideration of $134.50, respectively of Company common stock underlying vested performance shares equal (in the aggregate) to the amount of Medicare taxes owed in connection with the reporting person's deferral under the Company's Nonqualified Deferred Compensation Plan (the "NQDCP"), which deferral, credited as deferred stock units, is reported in Table II of this Form 4.
- [F5]These deferred stock units were credited to the reporting person's account under the NQDCP in lieu of the payment of Company common stock underlying the deferred portion of the reporting person's vested performance shares. The number of deferred stock units credited to the reporting person's account was determined on a one-for-one basis equal to the number of shares of Company common stock that would have been paid in respect of such deferred portion of vested performance shares, reduced by the number of shares having a value equal to the Company's Medicare tax withholding obligation resulting from the deferral of such payment.
- [F6]Pursuant to the Merger Agreement, effective as of the effective time of the Merger, outstanding deferred 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 deferred 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 deferred stock units as of immediately prior to the effective time of the Merger.
- [F7]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 0001045853
Filing Metadata
- Form type
- 4
- Filed
- Jun 7, 8:00 PM ET
- Accepted
- Jun 8, 3:53 PM ET
- Size
- 30.4 KB