NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2015

Oct 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2015-09-30

Reporting Person: Felsinger Donald E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-30	Common Stock	J	354.0000	$165.9500	Acquired	31433.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	770.0000	Indirect
Common Stock	1550.0000	Indirect
Common Stock	1550.0000	Indirect
Common Stock	770.0000	Indirect

Footnotes

F1: Represents shares of common stock deferred into a stock unit account, including dividends, pursuant to the Northrop Grumman 2011 Long-Term Incentive Stock Plan in a transaction exempt pursuant to Rule 16b-3.

F2: Represents shares of common stock held in a stock unit account pursuant to the Northrop Grumman 2011 Long-Term Incentive Stock Plan and the 1993 Stock Plan for Non-Employee Directors.