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

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2016-12-31

Reporting Person: KRAPEK KARL J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-28	Common Stock	G	728.0000	$232.6200	Disposed	27646.0000	Direct
2016-12-31	Common Stock	J	233.0000	$232.5800	Acquired	27879.0000	Direct

Footnotes

F1: Represents shares of common stock deferred into a stock unit account, including dividends, pursuant to the Northrop Grumman 2011 Long-Term Incentive Stock Plan in a transaction exempt pursuant to Rule 16b-3.

F2: Amount includes (i) 5,604 shares of common stock; and (ii) 22,275 shares of common stock held in a stock unit account pursuant to the Northrop Grumman 2011 Long-Term Incentive Stock Plan and the 1993 Stock Plan for Non-Employee Directors.