Wilson Thomas L Jr 4

4 · NORTHROP GRUMMAN CORP /DE/ · Filed Feb 17, 2022

Form 4

Period: 2022-02-15

CVP and Pres. Space Systems

Transactions

Award
Restricted Stock Rights
2022-02-15+2,457→ 3,097 total
→ Common Stock (2,457 underlying)
Award
Restricted Performance Stock Rights
2022-02-15+5,825→ 8,037 total
→ Common Stock (5,825 underlying)
Exercise/Conversion
Common Stock
2022-02-15+1,210→ 3,059.3 total
Tax Payment
Common Stock
2022-02-15$384.77/sh−383$147,367→ 2,676.3 total
Exercise/Conversion
Restricted Performance Stock Rights
2022-02-15−1,210→ 6,827 total
→ Common Stock (1,210 underlying)

Footnotes (3)

[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 2/15/22 and will vest on 2/18/25.
[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) 444 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 1,210 shares were issued in settlement of the 2019 RPSRs with a measurement period that ended 12/31/21, and the target award amount of 766 RPSRs was previously reported in connection with the grant of the 2019 RPSRs.

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