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^*

GORDON ILENE S

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2024

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
Phantom Stock Units	⁽¹⁾	02/15/2024		A		401.7773		⁽²⁾	⁽²⁾	Common Stock	401.7773	⁽²⁾	2,936.2007⁽³⁾	I	Lockheed Martin Directors Equity Plan

Explanation of Responses:

1. Phantom stock units convert to common stock on a one-for-one basis.

2. In accordance with the Lockheed Martin Corporation Amended and Restated Directors Equity Plan, each non-employee director received an award of phantom stock units, which award is exempt under Rule 16b-3. The phantom stock units were acquired at $423.12 per share and vest 50% on June 30 following the award date and 50% on December 31 following the award date. All unvested awards will vest in full upon retirement due to the age limitation in the bylaws, death, disability or change in control, or one-third upon failure to stand for reelection. Settlement in cash or stock (as elected by the director) will occur upon the Reporting Person's termination of service, except that non-employee directors who have satisfied our stock ownership guidelines may elect to have the payment of awards (together with any dividend equivalents thereon) made on the first business day of April following vesting of the award.

3. Holdings as of reportable transaction date include additional acquisitions through dividend reinvestment.

Remarks:

Exhibit 24, Substitute Power of Attorney

	Ilene S. Gordon, by John E. Stevens, Attorney-in-fact	02/20/2024
	** 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.

DocuSign Envelope ID: 9CCC399F-0550-45C9-B6DE-9EF7B7A61F90
Substitute Power of Attorney
Pursuant to written powers of attorney (each a Power of Attorney) by the
individuals listed below, the undersigned, Maryanne R. Lavan, has been
constituted and appointed the lawful attorney-in-fact and agent of the
individuals, with full power of substitution and re-substitution, to execute and
  file documents with the Securities and Exchange Commission pursuant to Section
  16 of the Securities Exchange Act and Rule 144 of the Securities Act of 1933,
with respect to equity securities of Lockheed Martin Corporation and with such
further powers as specified in each Power of Attorney.
Individual
Date of Power of Attorney
Daniel F. Akerson
January 24, 2020
David B. Burritt
January 24, 2020
Timothy S. Cahill
September 30, 2022
Bruce A. Carlson
January 24, 2020
John M. Donovan
October 26, 2021
Joseph F. Dunford, Jr.
February 10, 2020
James O. Ellis, Jr.
January 24, 2020
Thomas J. Falk
January 24, 2020
Ilene S. Gordon
January 24, 2020
Stephanie C. Hill
June 11, 2020
Vicki A. Hollub
January 24, 2020
Jeh C. Johnson
January 15, 2020
Maryanne R. Lavan
January 16, 2020
Robert M. Lightfoot, Jr.
December 15, 2021
Jesus Malave, Jr.
February 2, 2022
H. Edward Paul III
June 6, 2022
Debra L. Reed-Klages
November 1, 2019
Evan T. Scott
June 6, 2022
Frank A. St. John
January 16, 2020
James D. Taiclet
January 24, 2020
Gregory M. Ulmer
November 29, 2020
Patricia E. Yarrington
June 3, 2021

In accordance with the authority granted under each Power of Attorney, including
  the power of substitution, the undersigned hereby appoints John E. Stevens as
a substitute attorney-in-fact, on behalf of the individuals listed above, with
the full power of substitution, to exercise and execute all of the powers
granted or conferred to the undersigned in each Power of Attorney.
For the avoidance of doubt, the foregoing appointment shall not serve as a
revocation of the powers granted to the undersigned herself in each Power of
Attorney.
This Substitute Power of Attorney shall remain in full force and effect unless
and until revoked by the undersigned.
IN WITNESS WHEREOF, the undersigned has caused this Substitute Power of Attorney
  to be executed as of June 27, 2023.
Signature:
Name: Maryanne R. Lavan