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

Aug 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2017-07-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-29	Common Stock	M	1315.0000	$0.0000	Acquired	1907.0700	Direct
2017-07-29	Common Stock	F	579.0000	$264.1000	Disposed	1328.0700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-29	Restricted Stock Rights	$	M	1315.0000	Disposed		Common Stock (1315.0000)	Direct

Footnotes

F1: In light of the vesting date, Saturday, July 29, 2017, and in accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), award shares were valued based on the Company's closing stock price on July 28, 2017, the immediately preceding business day. The shares were distributed into the participant's account on July 31, 2017.

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

F3: 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 7/29/14 and vested on 7/29/17.

F4: 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; and 409 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18.