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Thompson David W – ‘4’ for 6/6/18 re: Northrop Grumman Innovation Systems, Inc.

On:  Friday, 6/8/18, at 3:53pm ET   ·   For:  6/6/18   ·   Accession #:  1104659-18-39169   ·   File #:  1-10582

Previous ‘4’:  ‘4’ on / for 5/17/18   ·   Latest ‘4’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/08/18  Thompson David W                  4                      1:22K  Northrop Grumman Innovation … Inc Toppan Merrill/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      3K 
                Securities by an Insider -- a4.xml/3.6


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
Plain Text rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
                                                                                                                                                                                
Ownership Document
 
Schema Version:  X0306
Document Type:  4
Period of Report:  6/6/18
Not Subject to Section 16:  1
Issuer:
Issuer CIK:  866121
Issuer Name:  Northrop Grumman Innovation Systems, Inc.
Issuer Trading Symbol:  OA
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1045853
Owner Name:  THOMPSON DAVID W
Reporting Owner Address:
Owner Street 1:  NORTHROP GRUMMAN INNOVATION SYSTEMS, INC
Owner Street 2:  2980 FAIRVIEW PARK DR.
Owner City:  FALLS CHURCH
Owner State:  VA
Owner ZIP Code:  22042
Owner State Description:
Reporting Owner Relationship:
Is Director?  Yes
Is Officer?  Yes
Is Ten Percent Owner?  No
Is Other?  No
Officer Title:  Former President and CEO
Non-Derivative Table:
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  6/6/18
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Footnote ID:  F1
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  8,465
Transaction Price Per Share:
Value:  0
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  83,274
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  6/6/18
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  83,274
Transaction Price Per Share:
Value:  134.50
Footnote ID:  F2
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  6/6/18
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  10,147
Transaction Price Per Share:
Value:  134.50
Footnote ID:  F2
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By Spouse
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  6/6/18
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  2,385
Transaction Price Per Share:
Value:  134.50
Footnote ID:  F2
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  By 401(k) Plan
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  6/6/18
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  A
Equity Swap Involved?  No
Footnote ID:  F3
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  17,146
Transaction Price Per Share:
Value:  0
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  17,146
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  6/6/18
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Footnote ID:  F3
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  17,146
Transaction Price Per Share:
Value:  134.50
Footnote ID:  F3
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  6/6/18
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  A
Equity Swap Involved?  No
Footnote ID:  F4
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  70
Transaction Price Per Share:
Value:  0
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  70
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  6/6/18
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Footnote ID:  F4
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  70
Transaction Price Per Share:
Value:  134.50
Footnote ID:  F4
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Table:
Derivative Transaction:
Security Title:
Value:  Deferred Stock Units
Conversion or Exercise Price:
Footnote ID:  F5
Transaction Date:
Value:  6/6/18
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  A
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  4,764
Transaction Price Per Share:
Value:  0
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F5
Expiration Date:
Footnote ID:  F5
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  4,764
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  12,569
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Deferred Stock Units
Conversion or Exercise Price:
Footnote ID:  F6
Transaction Date:
Value:  6/6/18
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  12,569
Transaction Price Per Share:
Value:  134.50
Footnote ID:  F6
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F6
Expiration Date:
Footnote ID:  F6
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  12,569
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Employee Stock Option (Right to Buy)
Conversion or Exercise Price:
Value:  72.06
Transaction Date:
Value:  6/6/18
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  23,392
Transaction Price Per Share:
Footnote ID:  F7
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F7
Expiration Date:
Value:  3/10/25
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  23,392
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Employee Stock Option (Right to Buy)
Conversion or Exercise Price:
Value:  79.43
Transaction Date:
Value:  6/6/18
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  23,380
Transaction Price Per Share:
Footnote ID:  F7
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F7
Expiration Date:
Value:  3/17/26
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  23,380
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Transaction:
Security Title:
Value:  Employee Stock Option (Right to Buy)
Conversion or Exercise Price:
Value:  93.51
Transaction Date:
Value:  6/6/18
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  D
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  17,163
Transaction Price Per Share:
Footnote ID:  F7
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F7
Expiration Date:
Value:  2/27/27
Underlying Security:
Underlying Security Title:
Value:  Common Stock
Underlying Security Shares:
Value:  17,163
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  0
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Footnotes:
Footnote - 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").
Footnote - 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.
Footnote - 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.
Footnote - 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.
Footnote - 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.
Footnote - 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.
Footnote - 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.
Owner Signature:
Signature Name:  /s/ James S. Black, II, Attorney-in-Fact
Signature Date:  6/8/18


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