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

Aug 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2018-08-02

Reporting Person: BUSH WESLEY G (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-02	Common Stock	S	1300.0000	$296.9400	Disposed	18701.2600	Direct
2018-08-02	Common Stock	S	2000.0000	$299.0700	Disposed	16701.2600	Direct
2018-08-02	Common Stock	S	5400.0000	$298.4800	Disposed	11301.2600	Direct
2018-08-02	Common Stock	S	11300.0000	$297.5500	Disposed	1.2600	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	75554.2500	Indirect
Common Stock	5585.6999	Indirect
Common Stock	75552.2500	Indirect
Common Stock	259053.0000	Indirect

Footnotes

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

F2: Represents the weighted average sale price of $296.94 rounded to the nearest hundredth. The highest price at which the shares were sold was $296.98 and the lowest price at which the shares were sold was $296.90. 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 $299.07 rounded to the nearest hundredth. The highest price at which the shares were sold was $299.075 and the lowest price at which the shares were sold was $299.00. 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 $298.48 rounded to the nearest hundredth. The highest price at which the shares were sold was $298.99 and the lowest price at which the shares were sold was $298.00. 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: Represents the weighted average sale price of $297.55 rounded to the nearest hundredth. The highest price at which the shares were sold was $297.97 and the lowest price at which the shares were sold was $297.00. 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.

F6: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of August 2, 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.