NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2018

Dec 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2018-12-04

Reporting Person: Caylor Mark A (Corp VP & Pres, Mission System)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-04	Restricted Stock Rights	$	A	1655.0000	Acquired		Common Stock (1655.0000)	Direct

Footnotes

F1: 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.

F2: Total amount includes 4,120 unvested RSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/17/16 that will vest on 2/17/19; 3,189 unvested RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 3,161 unvested RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and 1,655 unvested RSRs granted under the LTISP on 12/04/18 that will vest on 12/04/21. Grants awarded pursuant to Rule 16b-3(d).