LOCKHEED MARTIN CORP — Major Shareholding Notification 2016

Aug 22, 2016

SC 13G 1 LMT_13G.htm SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934

LOCKHEED MARTIN CORPORATION
(Name of Issuer)

COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)

539830109
(CUSIP Number)

AUGUST 12, 2016
(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

CUSIP No. 539830109 SCHEDULE 13G Page 2 of 15

1	NAMES OF REPORTING PERSONS Integrated Core Strategies (US) LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 13,716,027 (See Item 4(a))
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE
POWER 13,716,027 (See Item 4(a))

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 13,716,027 (See Item 4(a)) |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 4.5% |
| 12 | TYPE OF REPORTING PERSON OO |

CUSIP No. 539830109 SCHEDULE 13G Page 3 of 15

1	NAMES OF REPORTING PERSONS ICS Opportunities, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 1,813,387 (See Item 4(a))
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 1,813,387 (See Item 4(a))

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,813,387 (See Item 4(a)) |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.6% |
| 12 | TYPE OF REPORTING PERSON CO |

CUSIP No. 539830109 SCHEDULE 13G Page 4 of 15

1	NAMES OF REPORTING PERSONS Integrated Assets, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 137,017 (See Item 4(a))
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 137,017 (See Item 4(a))

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 137,017 (See Item 4(a)) |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON CO |

CUSIP No. 539830109 SCHEDULE 13G Page 5 of 15

1	NAMES OF REPORTING PERSONS Millennium International Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 1,950,404 (See Item 4(a))
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 1,950,404 (See Item 4(a))

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,950,404 (See Item 4(a)) |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.6% |
| 12 | TYPE OF REPORTING PERSON PN |

CUSIP No. 539830109 SCHEDULE 13G Page 6 of 15

1	NAMES OF REPORTING PERSONS Millennium International Management GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 1,950,404 (See Item 4(a))
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 1,950,404 (See Item 4(a))

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,950,404 (See Item 4(a)) |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.6% |
| 12 | TYPE OF REPORTING PERSON OO |

CUSIP No. 539830109 SCHEDULE 13G Page 7 of 15

1	NAMES OF REPORTING PERSONS Millennium Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 15,666,431 (See Item 4(a))
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 15,666,431 (See Item 4(a))

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 15,666,431 (See Item 4(a)) |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 5.2% |
| 12 | TYPE OF REPORTING PERSON OO |

CUSIP No. 539830109 SCHEDULE 13G Page 8 of 15

1	NAMES OF REPORTING PERSONS Israel A. Englander
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United
States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER -0-
6	SHARED VOTING POWER 15,666,431 (See Item 4(a))
7	SOLE DISPOSITIVE POWER -0-
8	SHARED DISPOSITIVE POWER 15,666,431 (See Item 4(a))

| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 15,666,431 (See Item 4(a)) |
| --- | --- |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 5.2% |
| 12 | TYPE OF REPORTING
PERSON IN |

CUSIP No. 539830109 SCHEDULE 13G Page 9 of 15

| Item 1. | (a) | Name of
Issuer : |
| --- | --- | --- |
| | | Lockheed Martin Corporation, a Maryland corporation (the "Issuer"). |
| | (b) | Address of Issuer’s Principal
Executive Offices : |
| | | 6801 Rockledge Drive Bethesda, Maryland 20817 |
| Item 2. | (a) | Name of Person
Filing : |
| | (b) | Address of Principal Business
Office : |
| | (c) | Citizenship : |
| | | Integrated Core Strategies (US) LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York
10103 Citizenship: Delaware |
| | | ICS Opportunities, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York
10103 Citizenship: Cayman Islands |
| | | Integrated Assets, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York
10103 Citizenship: Cayman Islands |
| | | Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
| | | Millennium International Management GP LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware |
| | | Millennium Management
LLC 666 Fifth Avenue New York, New York 10103 Citizenship:
Delaware |
| | | Israel A. Englander c/o
Millennium Management LLC 666 Fifth Avenue New York, New York
10103 Citizenship: United States |
| | (d) | Title of Class of
Securities : |
| | | common stock, par value $1.00 per share ("Common Stock") |
| | (e) | CUSIP Number: |
| | | 539830109 |

CUSIP No. 539830109 SCHEDULE 13G Page 10 of 15

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

| (a) | o | Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o); |
| --- | --- | --- |
| (b) | o | Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | o | Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | o | Investment company
registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8); |
| (e) | o | An investment adviser
in accordance with
§240.13d-1(b)(1)(ii)(E); |

(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

CUSIP No. 539830109 SCHEDULE 13G Page 11 of 15

| (g) | o | A parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
| --- | --- | --- |
| (h) | o | A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813); |
| (i) | o | A church plan that is
excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| (j) | o | Group, in accordance
with §240.13d-1(b)(1)(ii)(J). |

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

As of the close of business on August 19, 2016:

i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 13,716,027 shares of the Issuer’s Common Stock (consisting of 13,696,027 shares of the Issuer’s Common Stock and listed options to purchase 20,000 shares of the Issuer’s Common Stock);

ii) ICS Opportunities, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owned 1,813,387 shares of the Issuer’s Common Stock; and

iii) Integrated Assets, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("Integrated Assets"), beneficially owned 137,017 shares of the Issuer’s Common Stock.

The number of shares of the Issuer’s Common Stock beneficially owned by the Reporting Persons as of the close of business on August 19, 2016 is an estimate based on a preliminary proration factor of approximately 8.01 percent as disclosed by the Issuer in a press release dated August 16, 2016.

Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to ICS Opportunities and Integrated Assets and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities and Integrated Assets.

Millennium International Management GP LLC, a Delaware limited liability company ("Millennium International Management GP"), is the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities and Integrated Assets.

Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of the 100% shareholder of ICS Opportunities and Integrated Assets and may be deemed to have shared voting control and investment discretion over securities owned by ICS Opportunities and Integrated Assets.

Israel A. Englander, a United States citizen ("Mr. Englander"), is the managing member of Millennium International Management GP and Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, ICS Opportunities and Integrated Assets.

The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium International Management GP, Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, ICS Opportunities and Integrated Assets, as the case may be.

(b) Percent of Class:

As of the close of business on August 19, 2016, Millennium Management and Mr. Englander may be deemed to have beneficially owned 15,666,431 shares or 5.2% of the Issuer’s Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 302,905,786 shares of Common Stock outstanding as of June 26, 2016, as per the Issuer’s Form 10-Q dated July 20, 2016.

CUSIP No. 539830109 SCHEDULE 13G Page 12 of 15

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

-0-

(ii) Shared power to vote or to direct the vote

15,666,431 (See Item 4(b))

(iii) Sole power to dispose or to direct the disposition of

-0-

(iv) Shared power to dispose or to direct the disposition of

15,666,431 (See Item 4(b))

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group

See Exhibit I.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 539830109 SCHEDULE 13G Page 13 of 15

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of August 19, 2016, by and among Integrated Core Strategies (US) LLC, ICS Opportunities, Ltd., Integrated Assets, Ltd., Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander.

| CUSIP
No. |
| --- |
| SIGNATURE |

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: August 19, 2016

| INTEGRATED CORE STRATEGIES (US) LLC By: Integrated Holding Group LP, its Managing Member By: Millennium Management LLC, its General Partner |
| --- |
| By: /s/ David Nolan |
| ICS OPPORTUNITIES, LTD. By: Millennium International Management LP, its Investment Manager |
| By: /s/ David Nolan |
| INTEGRATED ASSETS, LTD. By: Millennium International Management LP, its Investment Manager |
| By: /s/ David Nolan |
| MILLENNIUM INTERNATIONAL MANAGEMENT LP |
| By: /s/David Nolan |
| MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC |
| By: /s/David Nolan |
| MILLENNIUM MANAGEMENT
LLC |
| By: /s/David Nolan |
| /s/ Israel A.
Englander by David Nolan pursuant to Power of Attorney filed
with the SEC on June 6,
2005 |

| CUSIP
No. |
| --- |
| EXHIBIT I |
| JOINT
FILING AGREEMENT |

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $1.00 per share, of Lockheed Martin Corporation, a Maryland corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: August 19, 2016

| INTEGRATED CORE STRATEGIES (US) LLC By: Integrated Holding Group LP, its Managing Member By: Millennium Management LLC, its General Partner |
| --- |
| By: /s/ David Nolan |
| ICS OPPORTUNITIES, LTD. By: Millennium International Management LP, its Investment Manager |
| By: /s/ David Nolan |
| INTEGRATED ASSETS, LTD. By: Millennium International Management LP, its Investment Manager |
| By: /s/ David Nolan |
| MILLENNIUM INTERNATIONAL MANAGEMENT LP |
| By: /s/David Nolan |
| MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC |
| By: /s/David Nolan |
| MILLENNIUM MANAGEMENT
LLC |
| By: /s/David Nolan |
| /s/ Israel A.
Englander by David Nolan pursuant to Power of Attorney filed
with the SEC on June 6,
2005 |