SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NORTHROP GRUMMAN CORP /DE/

(Last)

(First)

(Middle)

1840 CENTURY PARK EAST

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HUNTINGTON INGALLS INDUSTRIES, INC. [ HII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/30/2011		A		48,765,741	A	⁽¹⁾⁽²⁾	48,765,841	D
Common Stock	03/30/2011		J		48,765,841	D	⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On March 30, 2011, New P, Inc., now renamed "Northrop Grumman Corporation" (the "Reporting Person") became the successor issuer of Northrop Grumman Corporation, now renamed "Titan II Inc." ("Titan"), pursuant to a merger. The merger resulted in the Reporting Person becoming a parent holding company of Huntington Ingalls Industries, Inc. ("HII") and directly holding the shares of HII.

2. The Reporting Person owned 100 shares of HII's common stock prior to HII's recapitalization on March 30, 2011, which was approved by the Reporting Person as the sole stockholder of HII and pursuant to which HII declared a pro rata dividend of its common stock, par value $0.01 ("HII Common Stock"), and issued shares of HII Common Stock to enable the Reporting Person to effect the legal and structural separation of HII from the Reporting Person by way of a pro rata dividend to the Reporting Person's stockholders of one share of HII Common Stock for every six shares of the Reporting Person's common stock held as of 5:00 p.m., Eastern time, on March 30, 2011 (the "Spin-Off"). The recapitalization was approved pursuant to Rule 16b-3.

3. 48,765,841 shares of HII Common Stock were distributed by the Reporting Person at 12:01 a.m., Eastern time, on March 31, 2011, and a new board of directors was elected for HII in connection with the Spin-Off. As a result of the Spin-Off, Titan and the Reporting Person no longer beneficially own any shares of HII Common Stock and consequently are no longer subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), with respect to the HII Common Stock. The Reporting Person is also no longer considered a director of HII for purposes of Section 16.

	/s/ Jennifer C. McGarey, Corporate Vice President and Secretary	03/31/2011
	** 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).
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