Statement of Changes in Beneficial Ownership (4)
February 20 2015 - 9:14AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Tibbets Jay
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2. Issuer Name
and
Ticker or Trading Symbol
ORBITAL ATK, INC.
[
OA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Former Sr VP and Pres Sporting
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(Last)
(First)
(Middle)
C/O ORBITAL ATK, INC., 45101 WARP DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/9/2015
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(Street)
DULLES, VA 20166
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(1)
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2/9/2015
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A
(2)
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2906
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3/31/2015
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3/31/2015
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Common Stock
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2906
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$0
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2906
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D
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Restricted Stock Units
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(1)
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2/9/2015
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A
(2)
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2336
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3/31/2016
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3/31/2016
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Common Stock
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2336
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$0
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2336
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D
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Restricted Stock Units
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(1)
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2/9/2015
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A
(2)
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1780
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3/31/2017
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3/31/2017
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Common Stock
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1780
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$0
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1780
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D
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Employee Stock Option (right to buy)
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$26.2528
(3)
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(4)
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3/6/2022
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Common Stock
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3876
(3)
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3876
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D
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Employee Stock Option (right to buy)
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$30.4041
(5)
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(6)
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3/5/2023
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Common Stock
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3462
(5)
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3462
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D
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Employee Stock Option (right to buy)
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$43.0382
(7)
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(8)
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7/31/2023
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Common Stock
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1652
(7)
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1652
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D
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Employee Stock Option (right to buy)
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$61.6541
(9)
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(10)
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3/11/2024
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Common Stock
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2626
(9)
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2626
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D
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Explanation of Responses:
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(
1)
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1-for-1.
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(
2)
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In connection with the spin-off (Spin-off) of Vista Outdoor Inc. from Alliant Techsystems Inc. (ATK) and pursuant to the terms of the Transaction Agreement relating to the Spin-off, Performance Awards under ATK's 2005 Stock Incentive Plan, which would have been payable following the three-year performance period ending on the vesting date and based upon achievement of certain performance levels, converted to time-vested Restricted Stock Units.
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(
3)
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This option was previously reported as an option for 3,876 shares of common stock at an exercise price of $56.79 per share but was adjusted as a result of the Spin-off.
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(
4)
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Three annual installments beginning 3/6/13.
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(
5)
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This option was previously reported as an option for 3,462 shares of common stock at an exercise price of $65.77 per share but was adjusted as a result of the Spin-off.
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(
6)
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Three annual installments beginning 3/5/14.
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(
7)
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This option was previously reported as an option for 1,652 shares of common stock at an exercise price of $93.10 per share but was adjusted as a result of the Spin-off.
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(
8)
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Three annual installments beginning 7/31/14.
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(
9)
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This option was previously reported as an option for 2,626 shares of common stock at an exercise price of $133.37 per share but was adjusted as a result of the Spin-off.
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(
10)
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Three annual installments beginning 3/11/15.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Tibbets Jay
C/O ORBITAL ATK, INC.
45101 WARP DRIVE
DULLES, VA 20166
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Former Sr VP and Pres Sporting
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Signatures
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/s/Jay Tibbets
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2/19/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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