Edgar Filing: ORBITAL SCIENCES CORP /DE/

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

THOMPSON DAVID W

2. Issuer Name and Ticker or Trading Symbol
ORBITAL SCIENCES CORP /DE/ [ORB]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman, President and CEO

(Last)

(First)

(Middle)

C/O ORBITAL SCIENCES CORPORATION, 45101 WARP DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2015

(Street)

DULLES, VA 20166

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	01/07/2014		G		2,000	D	$ 0	223,511	D
Common Stock	02/19/2014		G		750	D	$ 0	222,761	D
Common Stock	02/26/2014		G		500	D	$ 0	222,261	D
Common Stock	03/19/2014		G		500	D	$ 0	221,761	D
Common Stock	06/09/2014		G		500	D	$ 0	221,261	D
Common Stock	06/23/2014		G		1,000	D	$ 0	220,261	D
Common Stock	08/14/2014		G		1,000	D	$ 0	219,261	D
Common Stock	09/02/2014		G		1,000	D	$ 0	218,261	D
Common Stock	09/24/2014		G		500	D	$ 0	217,761	D
Common Stock	01/26/2015		G		1,000	D	$ 0	216,761	D
Common Stock ⁽¹⁾	02/09/2015		A		30,000	A	$ 0 ⁽²⁾	246,761	D
Common Stock	02/09/2015		D		246,761	D	⁽³⁾	0	D
Common Stock	02/09/2015		D		22,600	D	⁽⁴⁾	0	I	By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
THOMPSON DAVID W C/O ORBITAL SCIENCES CORPORATION 45101 WARP DRIVE DULLES, VA 20166	X		Chairman, President and CEO

Signatures

/s/ James S. Black II, Attorney-in-Fact		02/11/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Grant of Restricted Stock Units under the issuer's Amended and Restated 2005 Stock Incentive Plan that vest one-half the day after the closing of the Merger (as defined in the Transaction Agreement) and one-half one year thereafter.
(2)	The reporting person received the Restricted Stock Units in connection with his employment for no monetary consideration.
(3)	Represents 118,481 shares of common stock disposed of pursuant to the Transaction Agreement among Alliant Techsystems, Inc. (renamed Orbital ATK, Inc.) ("Orbital ATK"), Vista Merger Sub Inc., Vista Outdoor Inc. (formerly known as Vista SpinCo Inc.) and Orbital Sciences Corporation ("Orbital") (the "Transaction Agreement"), pursuant to which each share of Orbital common stock was converted into 0.449 shares of Orbital ATK common stock and cash payable in lieu of fractional shares and 128,280 Restricted Stock Units disposed of pursuant to the Transaction Agreement whereby each Restricted Stock Unit of Orbital was converted into 0.449 Restricted Stock Units of Orbital ATK with the same vesting schedule, resulting in 53,197 shares of Orbital ATK common stock and 57,597 Restricted Stock Units of Orbital ATK, each at a market value of $63.94 based on the opening price per share of Orbital ATK common stock on the first trading day following the Merger.
(4)	Represents 22,600 shares of common stock disposed of pursuant to the Transaction Agreement, pursuant to which each share of Orbital common stock was converted into 0.449 shares of Orbital ATK common stock and cash payable in lieu of fractional shares of Orbital ATK common stock, resulting in 10,147 shares of Orbital ATK common stock at a market value of $63.94 based on the opening price per share of Orbital ATK common stock on the first day of trading following the Merger.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.