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

Sep 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2013-09-17

Reporting Person: PALMER JAMES F (Corp. VP & CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-17	Restricted Stock Rights	$	A	20253.0000	Acquired		Common Stock (20253.0000)	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. The RSRs were granted under the 2011 Long Term Incentive Stock Plan on September 17, 2013 and will vest on March 1, 2015.

F2: Total amount includes 20,253 unvested RSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 9/17/13 that will vest on 3/1/15; 15,899 unvested RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16; 17,603 unvested RSRs granted under the LTISP on 2/15/12 that will vest on 2/15/15; 16,853 unvested RSRs granted under the 2001 Long-Term Incentive Stock Plan ("2001 LTISP") on 2/15/11 that will vest on 2/15/15; and 45,938 unvested RSRs granted under the 2001 LTISP on 2/16/10 that will vest on 2/16/14. Grants awarded pursuant to Rule 16b-3(d).