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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| SEP Unit | (4) | (4) | (4) | Common Stock | 82.8416 (4) | 82.8416 (4) | D | ||||||||
| Units in 401(k) plan | (5) | (5) | (5) | Common Stock | 237.4856 (5) | 237.4856 (5) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| EDENZON IRWIN F 4101 WASHINGTON AVENUE NEWPORT NEWS, VA 23607 |
Corp. VP & President - Ingalls | |||
| /s/ Kathy S. Owen, Attorney-in-fact for Irwin F. Edenzon | 10/10/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The Huntington Ingalls Industries, Inc. Compensation Committee met and determined that all performance goals had been met for these restricted stock units, therefore the shares were issued on March 13, 2012. |
| (2) | Total amount includes 24,096 restricted stock rights granted under the Huntington Ingalls Industries, Inc. 2011 Long-Term Incentive Stock Plan ("HII LTISP") on 3/31/2011, with 100% vesting on 3/31/2014. Grant awarded pursuant to Rule 16b-3(d). |
| (3) | The original Form 4 filed on March 15, 2012 contained a mathematical error on both lines 1 and 2, amount of securities owned, as a result of incorrectly adding 1,107 shares to the total twice. |
| (4) | The issuer's outside administrator for the employees Savings Excess Plan holds issuer stock in a pooled fund as a participant investment option. Participant contributions designated to be invested in issuer common stock are accounted for as units of interest in the issuer stock fund. Each unit is valued at $37.50 as of 03/13/2012. The unit value will fluctuate with flucations in the value of the issuer common stock and the daily cash postiion. The number of shares of issuer stock attributable to the reporting person can be determined at any time by first multiplying the number of units in the reporting person's account by the then current unit price and divising the total by the price of the issuer common stock. As of 03/13/2012, the reporting person held an equivalent of 82.8416 shares in the issuers Savings Excess Plan. The Savings Excess Plan is a "Non-Qualified Plan" as defined by Rule 16b-3(b)(4). |
| (5) | The issuer's outside administrator for the employees' 401(k) plan holds issuer stock in a pooled fund as a participant investment option. Participant contributions designated to be invested in issuer common stock are accounted for as units of interest in the issuer fund. Each unit is valued at $37.50 as of 03/13/2012. The unit value can fluctuate with fluctuations in the value of the issuer common stock and the daily cash position. The number of shares of issuer stock attributable to the reporting person can be determined at any time by first multiplying the number of units in the reporting person's account by the then current unit price and dividing the total by the price of the issuer common stock. As of 03/13/2012, the reporting person held an equivalent of 237.4856 shares in the issuer 401(k) Plan. The 401(k) plan is a "Qualified Plan" as defined in Rule 16b-3(b)(4). |