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NORTHROP GRUMMAN CORP /DE/ Director's Dealing 2013

Dec 4, 2013

29899_dirs_2013-12-04_8d38989c-6950-41dd-aafe-0ef5baf8faa2.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-12-02

Reporting Person: VICE THOMAS E (Corp VP & Pres Aerospace Sys)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-12-02 Common Stock M 28685.0000 $63.2200 Acquired 41777.5000 Direct
2013-12-02 Common Stock M 13883.0000 $53.8700 Acquired 55660.5000 Direct
2013-12-02 Common Stock S 2332.0000 $112.3904 Disposed 53328.5000 Direct
2013-12-02 Common Stock S 37907.0000 $112.5059 Disposed 15421.5000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-12-02 Stock Option (Right-to-buy) $63.2200 M 28685.0000 Disposed 2018-02-15 Common Stock (28685.0000) Direct
2013-12-02 Stock Option (Right-to-buy) $53.8700 M 13883.0000 Disposed 2017-08-03 Common Stock (13883.0000) Direct

Footnotes

F1: Represents the weighted average sale price of $112.39 rounded to the nearest hundredth. The highest price at which the shares were sold was $113.15 and the lowest price at which the shares were sold was $111.61. 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: Represents the weighted average sale price of $112.51 rounded to the nearest hundredth. The highest price at which the shares were sold was $112.71 and the lowest price at which the shares were sold was $112.14. 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.

F3: The remaining 14,344 shares subject to option will vest on 2/15/14.

F4: The option is fully exercisable.