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

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2017-02-17

Reporting Person: DAVIS LISA R (Corp VP, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Common Stock	M	1865.0700	$0.0000	Acquired	1865.0700	Direct
2017-02-17	Common Stock	F	682.0000	$243.5800	Disposed	1183.0700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	Restricted Performance Stock Rights	$	A	3696.0700	Acquired		Common Stock (3696.0700)	Direct
2017-02-17	Restricted Performance Stock Rights	$	M	1865.0700	Disposed		Common Stock (1865.0700)	Direct
2017-02-17	Restricted Stock Rights	$	A	1276.0000	Acquired		Common Stock (1276.0000)	Direct

Footnotes

F1: Shares issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/19/14 with a valuation of performance measurement period ("measurement period") ended 12/31/16. The RPSRs were settled at 153% of target.

F2: Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e)

F3: Each RPSR represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the application performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).

F4: The RPSRs acquired include (i) 646.07 vested RPSRs with respect to the measurement period ended 12/31/16 acquired due to settlement of the 2014 RPSRs held at 153% of the target award and (ii) 3,050 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19.

F5: Total amount includes 1,865.07 vested RPSRs granted under the LTISP on 7/29/14 with a measurement period ended on 12/31/16; 3,050 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 3,631 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 955 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.

F6: Total amount includes 3,050 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 3,631 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 955 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.

F7: 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. The RSRs were granted under the LTISP on 2/17/17 and will vest on 2/17/20.

F8: Total amount includes 1,276 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 1,648 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 409 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; and 1,315 RSRs granted under the LTISP on 7/29/14 that vested on 7/29/17.