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

Feb 17, 2015

SEC Form 3/A — Form 3/A

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2015-02-03

Reporting Person: Bedingfield Kenneth L (Corp VP, CFO)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Rights	$		Common Stock (10553.0000)		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.

F2: Total amount includes 2,816 unvested RSRs granted under the LTISP on 2/15/12 that will vest on 2/15/15; 3,071 unvested RSRs granted under the LTISP on 7/19/12 that will vest on 7/19/15; 3,003 unvested RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16; and 1,663 unvested RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17. Grants awarded pursuant to Rule 16b-3(d).