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

Nov 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-11-01

Reporting Person: Peppard Denise M. (Corp VP & Chf HR Ofcr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-01	Common Stock	M	7702.0000	—	Acquired	11188.0000	Direct
2013-11-01	Common Stock	F	3672.0000	$108.1200	Disposed	7516.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-01	Restricted Stock Rights	$	M	7702.0000	Disposed		Common Stock (7702.0000)	Direct

Footnotes

F1: Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock.

F2: Shares surrendered to issuer in payment of tax liability in connection with vesting of restricted stock in accordance with Rule 16b-3(e).

F3: Total amount includes 7,268 unvested RSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/20/13 that will vest on 2/20/16; 8,047 unvested RSRs granted under the LTISP on 2/15/12 that will vest on 2/15/15; 11,553 unvested RSRs granted under the LTISP on 11/01/11 that will vest on 11/01/14; 7,702 unvested RSRs granted under the LTISP on 11/01/11 that will vest on 11/01/14; and 10,397 unvested RSRs granted under the LTISP on 11/01/11 that will vest on 11/01/15. Grants awarded pursuant to Rule 16b-3(d).