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

Mar 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2017-03-03

Reporting Person: BUSH WESLEY G (Director, Chairman, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-03	Common Stock	J	13559.0000	$0.0000	Disposed	47535.7600	Direct
2017-03-03	Common Stock	J	13559.0000	$0.0000	Disposed	33976.7600	Direct
2017-03-03	Common Stock	J	13559.0000	$0.0000	Acquired	63980.2500	Indirect
2017-03-03	Common Stock	J	13559.0000	$0.0000	Acquired	63979.2500	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5487.8617	Indirect
Common Stock	259053.0000	Indirect

Footnotes

F1: Transfer of shares to family trust.

F2: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 27, 2017. 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.