SEC Filing | Lockheed Martin Corp

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

HEWSON MARILLYN A

(Last)

(First)

(Middle)

6801 ROCKLEDGE DRIVE

(Street)

BETHESDA

20817

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2010

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,952.6177	D
Common Stock	33.7777	I	Lockheed Martin Salaried Savings Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	02/01/2007⁽¹⁾	01/31/2016	Common Stock	6,000	67.97	D
Employee Stock Option (Right to Buy)	01/29/2008⁽²⁾	01/29/2017	Common Stock	12,067	96.06	D
Employee Stock Option (Right to Buy)	01/28/2009⁽³⁾	01/26/2018	Common Stock	22,500	106.87	D
Employee Stock Option (Right to Buy)	01/26/2010⁽⁴⁾	01/25/2019	Common Stock	29,600	82.52	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	1,800	0	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	3,000	0	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	1,700	0	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	2,950	0	D
Phantom Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	2,368.4107	0	I	Lockheed Martin DMICP
Phantom Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	379.7124	0	I	Lockheed Martin Supplemental SSP
Phantom Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	11,757.6052	0	I	Lockheed Martin LTIP

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 February 1, 2007.

2. 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.

3. The options vest over three years, one-third on each of the first, second and third anniversaries of the grant date, beginning on January 28, 2009.

4. The options vest over three years, one-third on each of the first, second and third anniversaries of the grant date, beginning on January 26, 2010.

5. Each RSU represents a contingent right to receive one share of LMT common stock. 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.

6. Each RSU represents a contingent right to receive one share of LMT common stock. 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 February 28, 2010, the third anniversary of the date of the grant.

7. Each RSU represents a contingent right to receive one share of LMT common stock. 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 28, 2011, the third anniversary of the date of the grant.

8. Each RSU represents a contingent right to receive one share of LMT common stock. 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 26, 2012, the third anniversary of the date of the grant.

9. Phantom stock units acquired under the Lockheed Martin Deferred Management Incentive Compensation Plan exempt under Section 16(b) and will be settled in stock upon the reporting person's retirement or termination of service. The phantom stock units convert on a one-for-basis.

10. Phantom stock units acquired under the Lockheed Martin Supplemental Salaried Savings Plan exempt under Section 16(b) which will be settled upon the reporting person's retirement or termination of service. The phantom stock units convert on a one-for-one basis.

11. Phantom stock units acquired under the Lockheed Martin Long Term Incentive Plan exempt under Section 16(b) which will be settled in cash after two years subject to continued employment, unless voluntarily deferred (in which case the units will be settled in stock upon the reporting person's retirement or termination of service. The phantom stock units convert on a one-for-one basis.

Remarks:

	Marillyn A. Hewson, by David A. Dedman, Attorney-in-fact	01/08/2010
	** 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 5 (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.

Exhibit 24 -

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,  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

attorneys-in-fact and agents, and each of them, or his

substitute or substitutes, may lawfully do or cause to be

done by virtue hereof.







/s/ Marillyn A. Hewson    January 4, 2010

Marillyn A. Hewson     Date