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: Caylor Mark A (Corp VP & Pres ES & CSO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Common Stock	M	14310.1200	$0.0000	Acquired	34388.8100	Direct
2017-02-17	Common Stock	F	6679.0000	$243.5800	Disposed	27709.8100	Direct
2017-02-19	Common Stock	M	4032.0000	$0.0000	Acquired	31741.8100	Direct
2017-02-19	Common Stock	F	2053.0000	$243.5800	Disposed	29688.8100	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	Restricted Performance Stock Rights	$	A	12267.1200	Acquired		Common Stock (12267.1200)	Direct
2017-02-17	Restricted Performance Stock Rights	$	M	14310.1200	Disposed		Common Stock (14310.1200)	Direct
2017-02-17	Restricted Stock Rights	$	A	3189.0000	Acquired		Common Stock (3189.0000)	Direct
2017-02-19	Restricted Stock Rights	$	M	4032.0000	Disposed		Common Stock (4032.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34.1135	Indirect

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 148% 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: In light of the vesting date, Sunday, February 19, 2017, and in accordance with the terms of the LTISP, award shares were valued based on the Company's closing stock price on February 17, 2017, the immediately preceding business day. The shares were distributed into the participant's account on February 22, 2017.

F4: Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/19/14 that vested on 2/19/17.

F5: Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).

F6: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 16, 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.

F7: 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).

F8: The RPSRs acquired include (i) 4,641.12 vested RPSRs with respect to the measurement period ended 12/31/16 acquired due to settlement of the 2014 RPSRs held at 148% of the target award and (ii) 7,626 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19.

F9: Total amount includes 14,310.12 vested RPSRs granted under the LTISP on 2/19/14 with a measurement period ended on 12/31/16; 7,626 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 9,079 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 6,905 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.

F10: Total amount includes 7,626 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 9,079 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 6,905 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.

F11: Each 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.

F12: Total amount includes 3,189 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 4,120 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 3,256 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; and 4,032 RSRs granted under the LTISP on 2/19/14 that vested on 2/19/17.

F13: Each 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.

F14: Total amount includes 3,189 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 4,120 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; and 3,256 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18.