NORTHERN TRUST CORP — Director's Dealing 2021

Nov 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHERN TRUST CORP (NTRS)
CIK: 0000073124
Period of Report: 2021-11-15

Reporting Person: FRADKIN STEVEN L (President/Wealth Management)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-15	Common Stock	J	64000	$125.68	Disposed	11000	Indirect
2021-11-15	Common Stock	J	64000	$125.68	Acquired	120435	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	41341	Direct
Common Stock	34422	Indirect
Common Stock	1762	Indirect
Common Stock	1762	Indirect
Common Stock	10959.13	Indirect

Footnotes

F1: On November 15, 2021, the reporting person withdrew 64,000 shares of the Issuer's stock from his 2020 Grantor Retained Annuity Trust (the "2020 GRAT"). In exchange for the shares, the reporting person contributed securities in the principal amount of $8,043,520 to the 2020 GRAT. The withdrawal of shares from the 2020 GRAT resulted in a decrease in the number of shares the reporting person beneficially owns indirectly through the 2020 GRAT and a corresponding increase in the number of shares the reporting person beneficially owns indirectly through his existing trust account. The withdrawal of shares from the 2020 GRAT constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934.

F2: Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

F3: The reporting person's spouse is trustee of this trust.