Amended Statement of Changes in Beneficial Ownership (4/a)
December 17 2015 - 12:29PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
THOMPSON DAVID W
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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)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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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)
2/11/2015
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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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Common Stock
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2/9/2015
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A
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101232
(1)
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A
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(2)
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101232
(1)
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D
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Common Stock
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2/9/2015
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A
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7272
(3)
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A
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(4)
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7272
(3)
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I
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By Trust
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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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Explanation of Responses:
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(
1)
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The Form 4 originally filed to report this transaction has been amended for the purpose of reflecting that 7,272 of the shares of common stock previously included in this total as acquired and owned directly by the reporting person were actually acquired by the reporting person's trust.
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(
2)
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Represents 43,635 shares of common stock acquired pursuant to the Transaction Agreement among Alliant Techsystems, Inc. (renamed Orbital ATK, Inc.) ("Orbital ATK"), Vista Merger Sub Inc., Vista Outdoor Inc. (formerly known as Vista SpinCo Inc.) and Orbital Sciences Corporation ("Orbital") (the "Transaction Agreement"), pursuant to which each share of Orbital common stock was converted into 0.449 shares of Orbital ATK common stock and cash payable in lieu of fractional shares of Orbital ATK common stock; and 57,597 Restricted Stock Units acquired pursuant to the Transaction Agreement whereby each Restricted Stock Unit of Orbital was converted into 0.449 Restricted Stock Units of Orbital ATK with the same vesting schedule. The market value of Orbital ATK common stock was $63.94 per share based on the opening price per share of Orbital ATK common stock on the first day of trading following the Merger (as defined in the Transaction Agreement).
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(
3)
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The original Form 4 included these shares in the line item above.
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(
4)
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Acquired pursuant to the Transaction Agreement, pursuant to which each share of Orbital common stock was converted into 0.449 shares of Orbital ATK common stock and cash payable in lieu of fractional shares of Orbital ATK common stock. The market value of Orbital ATK common stock was $63.94 per share based on the opening price per share of Orbital ATK common stock on the first day of trading following the Merger (as defined in the Transaction Agreement).
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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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THOMPSON DAVID W
C/O ORBITAL ATK, INC.
45101 WARP DRIVE
DULLES, VA 20166
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X
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President and CEO
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Signatures
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/s/ Richard N. Osborne, Attorney-in-Fact
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12/17/2015
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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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