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NORTHROP GRUMMAN CORP /DE/ Director's Dealing 2018

Sep 21, 2018

29899_dirs_2018-09-21_d00e6b3d-8084-4e5a-814c-ebe1548cbf18.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2018-09-19

Reporting Person: Warden Kathy J (Director, President and COO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2018-09-19 Restricted Performance Stock Rights $ A 13016.0000 Acquired Common Stock (13016.0000) Direct
2018-09-19 Restricted Stock Rights $ A 4943.0000 Acquired Common Stock (4943.0000) Direct

Footnotes

F1: 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).

F2: Total amount includes (i) 12,710 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/17/16 with a measurement period ending on 12/31/18; (ii) 10,676 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19; (iii) 9,944 unvested RPSRs granted under the LTISP on 2/13/18 with a measurement period ending on 12/31/20; and (iv) 13,016 unvested RPSRs granted under the LTISP on 9/19/18 with a measurement period ending on 12/31/20.

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.

F4: Total amount includes (i) 5,767 unvested RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; (ii) 4,465 unvested RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; (iii) 4,516 unvested RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and (iv) 4,943 unvested RSRs granted under the LTISP on 2/19/18 that will vest on 9/19/21.