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

Nov 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2015-11-04

Reporting Person: Warden Kathy J (Corp VP & Pres Info Syst)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-04	Common Stock	M	4697.0000	$41.1400	Acquired	36677.4300	Direct
2015-11-04	Common Stock	S	4697.0000	$187.0360	Disposed	31980.4300	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-04	Stock Option (Right-to-buy)	$41.1400	M	4697.0000	Disposed	2016-02-17	Common Stock (4697.0000)	Direct

Footnotes

F1: The exercise and sales reported in this Form 4 were effected pursuant to an orderly plan of disposition under a Rule 10b5-1 trading plan adopted by the reporting person.

F2: The option is fully exercisable.