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NORTHROP GRUMMAN CORP /DE/ Director's Dealing 2015

Feb 26, 2015

29899_dirs_2015-02-26_d8bd3ce9-3733-4e8a-9e49-cbcc7be4eafa.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: 2015-02-24

Reporting Person: ASHWORTH SID (Corp VP, Government Relations)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-24 Common Stock M 45897.0000 $63.2200 Acquired 81262.5000 Direct
2015-02-24 Common Stock S 38337.0000 $170.0100 Disposed 42925.5000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-24 Stock Option (Right-to-buy) $63.2200 M 45897.0000 Disposed 2018-02-15 Common Stock (45897.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 23985.0000 Indirect

Footnotes

F1: Represents the weighted average sale price of $170.01 rounded to the nearest hundredth. The highest price at which the shares were sold was $170.06 and the lowest price at which the shares were sold was $170.00. 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: The option is fully exercisable.