NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2013

Jun 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-06-06

Reporting Person: CHESTON SHEILA C. (Corp. VP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-06	Common Stock	M	29158.0000	$58.5800	Acquired	57608.0000	Direct
2013-06-06	Common Stock	M	19124.0000	$63.2200	Acquired	76732.0000	Direct
2013-06-06	Common Stock	S	45177.0000	$81.5950	Disposed	31555.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-06	Stock Option (Right-to-buy)	$63.2200	M	19124.0000	Disposed	2018-02-15	Common Stock (19124.0000)	Direct
2013-06-06	Stock Option (Right-to-buy)	$58.5800	M	29158.0000	Disposed	2017-11-11	Common Stock (29158.0000)	Direct

Footnotes

F1: Represents the weighted average sale price of $81.60 rounded to the nearest hundredth. The highest price at which the shares were sold was $81.36 and the lowest price at which the shares were sold was $81.76. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.

F2: 19,125 of the remaining shares subject to option will vest on 2/15/14.

F3: 29,158 of the remaining shares subject to option will vest on 11/11/13.