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NORTHROP GRUMMAN CORP /DE/ Director's Dealing 2015

Feb 17, 2015

29899_dirs_2015-02-17_69a0a674-c022-437c-9474-a8893634d534.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: 2015-02-13

Reporting Person: Antkowiak Patrick M. (Corp VP & CTO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-02-13 Common Stock M 1936.0000 $0.0000 Acquired 8338.0000 Direct
2015-02-13 Common Stock F 718.0000 $167.1400 Disposed 7620.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-02-13 Restricted Stock Rights $ M 1936.0000 Disposed Common Stock (1936.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3992.7410 Indirect

Footnotes

F1: In light of the RSR vesting date, Sunday, February 15, 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, February 13, 2015, the immediately preceding business day. The shares were distributed into the participant's account on this date.

F2: Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/15/12 that vested on 2/15/15.

F3: Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).

F4: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 13, 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.

F5: 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.

F6: Total amount includes 892 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; and 1,635 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16.