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^*

Lavan Maryanne

(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)
SVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2012

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	01/26/2012		M		1,050	A	$0⁽¹⁾	1,616.744	D
Common Stock	01/26/2012		F		370⁽²⁾	D	$82.47	1,246.744⁽³⁾	D
Common Stock								377.1232⁽⁴⁾	I	Lockheed Martin Salaried Savings Plan

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)
Restricted Stock Units	⁽¹⁾	01/26/2012		M			1,050	⁽¹⁾	01/26/2012	Common Stock	1,050	⁽¹⁾	0.0000	D
Phantom Stock Units	⁽⁵⁾	01/26/2012		A		927.0705		⁽⁶⁾	⁽⁶⁾	Common Stock	927.0705	⁽⁶⁾	4,769.8541	I	Lockheed Martin LTIP
Phantom Stock Units	⁽⁵⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	884.8826		884.8826	I	LM Supplemental SSP
Phantom Stock Units	⁽⁵⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	3,676.527		3,676.527	I	Lockheed Martin DMICP

Explanation of Responses:

1. Each restricted stock unit granted on January 26, 2009 was the economic equivalent of one share of LMT common stock.

2. Disposition to the Issuer of shares to satisfy the reporting person's tax withholding obligation upon vesting of restricted stock units exempt under Rule 16b-3.

3. End of period holdings include additional shares acquired through dividend reinvestment.

4. Shares previously acquired under the Lockheed Martin Salaried Savings Plan exempt under Section 16(b) which will be settled upon the reporting person's retirement or termination of service, and additional shares acquired through dividend reinvestment.

5. The phantom stock units convert on a 1-for-1 basis.

6. Phantom stock units acquired and subject to mandatory deferral under the Lockheed Martin Long Term Incentive Plan exempt under Section 16(b) at $80.90 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).

7. Phantom stock units previously acquired under the Lockheed Martin Supplemental Salaried Savings Plan exempt under Section 16(b) and will be settled upon the reporting person's retirement or termination of service.

8. Phantom stock units previously acquired under the Lockheed Martin Deferred Management Incentive Compensation Plan exempt under Section 16(b) which will be settled in stock upon the reporting person's retirement or termination of service.

Remarks:

poafin.txt

	Maryanne R. Lavan, by Matthew C. Dow, Attorney-in-fact	01/30/2012
	** 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.

Exhibit 24 -
POWER OF ATTORNEY
LOCKHEED MARTIN CORPORATION

	The undersigned hereby constitutes and appoints
Marian S. Block, David A. Dedman, and Matthew c. Dow 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.



February 24, 2011	/s/ Maryanne R. Lavan
			Maryanne R. Lavan