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

Sep 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2018-08-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-30	Common Stock	S	1300.0000	$298.3200	Disposed	24592.3100	Direct
2018-08-30	Common Stock	S	1400.0000	$296.4100	Disposed	23192.3100	Direct
2018-08-30	Common Stock	S	1843.0000	$297.6300	Disposed	21349.3100	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34.9935	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: Represents the weighted average sale price of $298.32 rounded to the nearest hundredth. The highest price at which the shares were sold was $298.46 and the lowest price at which the shares were sold was $298.03. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.

F3: Represents the weighted average sale price of $296.41 rounded to the nearest hundredth. The highest price at which the shares were sold was $296.75 and the lowest price at which the shares were sold was $296.18. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.

F4: Represents the weighted average sale price of $297.63 rounded to the nearest hundredth. The highest price at which the shares were sold was $297.88 and the lowest price at which the shares were sold was $297.12. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.

F5: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of August 30, 2018. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred.