NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2017

Apr 4, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2017-04-01

Reporting Person: Pamiljans Janis G (Corp VP & President AS Systems)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10041.3600	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Performance Stock Rights	$		Common Stock (6395.0000)		Direct
Restricted Stock Rights	$		Common Stock (4114.0000)		Direct

Footnotes

F1: Amount includes 5.23 shares acquired under the Issuer's Dividend Reinvestment Plan through transaction date March 31, 2017, which transactions are exempted from Section 16 and not reportable under Rule 16a-11.

F2: Each Restricted Performance Stock Right ("RPSR") 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. The RPSRs vest if the applicable performance metric is satisfied for the relevant performance measurement period.

F3: Total amount includes (i) 2,302 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/18/15 with a measurement period ending on 12/31/17; (ii) 2,307 unvested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/17; and (iii) 1,786 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19. Grants awarded pursuant to rule 16b-3(d).

F4: Each Restricted Stock Rights ("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.

F5: Total amount includes (i) 987 unvested RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; (ii) 989 unvested RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/18; (iii) 1,373 unvested RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/18; and (iv) 765 unvested RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20. Grants awarded pursuant to Rule 16b-3(d).