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

Jul 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2015-07-17

Reporting Person: Jones Christopher T (Corp VP & Pres Tech Svcs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-17	Common Stock	A	11517.0000	$0.0000	Acquired	24588.8040	Direct
2015-07-17	Common Stock	F	5494.0000	$168.9900	Disposed	19094.8040	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-17	Restricted Stock Rights	$	M	11517.0000	Disposed		Common Stock (11517.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1591.8460	Indirect

Footnotes

F1: In light of the Restricted Stock Right ("RSR") vesting date, Sunday, July 19, 2015, occurring on a weekend, and in accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), RSR award shares were valued based on the Company's closing stock price on Friday, July 17, 2015, the immediately preceding business day. The shares were distributed into the participant's account on this date.

F2: Shares issued upon vesting of RSRs granted under the LTISP on 7/19/12 that vested on 7/19/15.

F3: Amount includes 315.584 shares acquired under the Issuer's Dividend Reinvestment Plan through transaction date July 17, 2015, which transactions are exempted from Section 16 and not reportable under Rule 16a-11.

F4: Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).

F5: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of July 17, 2015. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.

F6: Each 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. Grants awarded pursuant to Rule 16b-3(d).

F7: Total amount includes 5,117 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; 6,300 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; and 11,357 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16.