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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Culbertson Frank L. Jr. 		2. Issuer Name and Ticker or Trading Symbol

Northrop Grumman Innovation Systems, Inc. [ OA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Fmr EVP, Pres Space Sys Grp
(Last)          (First)          (Middle)

NORTHROP GRUMMAN INNOVATION SYSTEMS, INC, 2980 FAIRVIEW PARK DR. 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/6/2018
(Street)

FALLS CHURCH, VA 22042
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   6/6/2018     D (1)    2016   D $0   23097   D    
Common Stock   6/6/2018     D    23097   D $134.50   (2) 0   D    
Common Stock   6/6/2018     A (3)    3582   A $0   3582   D    
Common Stock   6/6/2018     D (3)    3582   D $134.50   (3) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $72.06   6/6/2018     D         5604      (4) 3/10/2025   Common Stock   5604     (4) 0   D    
Employee Stock Option (Right to Buy)   $79.43   6/6/2018     D         5601      (4) 3/17/2026   Common Stock   5601     (4) 0   D    
Employee Stock Option (Right to Buy)   $93.51   6/6/2018     D         4086      (4) 2/27/2027   Common Stock   4086     (4) 0   D    

Explanation of Responses:
(1)  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").
(2)  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.
(3)  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.
(4)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Culbertson Frank L. Jr.
NORTHROP GRUMMAN INNOVATION SYSTEMS, INC
2980 FAIRVIEW PARK DR.
FALLS CHURCH, VA 22042

Fmr EVP, Pres Space Sys Grp

Signatures
/s/ James S. Black, II, Attorney-in-Fact 6/8/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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