SEC Filing | Lockheed Martin Corp

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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^*

VanDeWeghe Mary M

(Last)

(First)

(Middle)

6801 ROCKLEDGE DRIVE

(Street)

BETHESDA

20817

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LOCKHEED MARTIN CORP [ LMT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. Vice President, Finance

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2007

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)

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)
Employee Stock Option (Right-to-buy)	$96.06	01/29/2007		A		12,200		01/29/2008⁽¹⁾	01/29/2017	Common Stock	12,200	$0	12,200	D
Restricted Stock Units	⁽²⁾	01/29/2007		A	V	1,200		⁽³⁾	⁽³⁾	Common Stock	1,200	$0	1,200	D
Phantom Stock Units	⁽⁴⁾	01/29/2007		A		2,827.4391		⁽⁵⁾	⁽⁵⁾	Common Stock	2,827.4391	⁽⁵⁾	2,827.4391	I	Lockheed Martin DMICP
Phantom Stock Units	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	153.7479		153.7479	I	Lockheed Martin Capital Accumu-lation Plan

Explanation of Responses:

1. The options vest over three years, one-third on each of the first, second and third anniversaries of the grant date, beginning on January 29, 2008.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of LMT common stock.

3. The RSUs are subject to a one-year performance period. If the value of the RSUs on the date of grant exceeds the performance goal specified in the award agreement, a number of RSUs equal in value to the performance shortfall is forfeited. Subject to the performance goal, the RSUs vest on January 29, 2010, the third anniversary of the date of the grant.

4. The phantom stock units convert on a 1 for 1 basis.

5. Phantom stock units acquired through voluntary deferral under the Lockheed Martin Deferred Management Incentive Compensation Plan exempt under Section 16(b) at $96.06 per share which will be settled in stock following the reporting person's retirement or termination of service.

6. Phantom stock units acquired under the Lockheed Martin Capital Accumulation Plan exempt under Section 16(b) which will be settled upon the reporting person's retirement or termination of service.

Remarks:

	Mary M. VanDeWeghe, by Marian S. Block, Attorney-in-Fact	01/31/2007
	** 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 Number.

POWER OF ATTORNEY



LOCKHEED MARTIN CORPORATION





 The undersigned hereby constitutes and appoints James B. Comey, Marian S. Block and David A. Dedman,

and each of them, jointly and severally, his or her lawful attorney-in-fact and agent, with full power of

substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities

to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with

the Securities and Exchange Commission any and all reports or forms (including

but not limited for Forms 3, 4 or 5, or Form 144 or Form ID) and any supplements or amendments thereto as are

required to be filed by the undersigned pursuant to Section 16 of the Securities Exchange Act of 1934, as amended,

 and the rules and regulations promulgated thereunder, and Rule 144 of the Securities Act of 1933,  with respect

to the equity securities of Lockheed Martin Corporation, granting unto said attorneys-in-fact and agents, and each

of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done

as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all

that said attorney's-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or

cause to be done by virtue hereof.







January 19, 2006

        /s/ Mary M. VanDeWeghe