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

Jun 15, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2018-06-13

Reporting Person: Larson Blake E (Vice President, Corp VP & Pres, NGIS)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-13	Restricted Performance Stock Rights	$	A	6642.0000	Acquired		Common Stock (6642.0000)	Direct
2018-06-13	Restricted Stock Rights	$	A	13841.0000	Acquired		Common Stock (13841.0000)	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: The RPSRs were granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 6/13/18 with a measurement period ending on 12/31/20. Grants awarded pursuant to Rule 16b-3(d).

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 acquired include (i) 2,831 RSRs granted under the LTISP on 6/13/18 that will vest on 6/31/21; (ii) 5,505 RSRs granted under the LTISP on 6/13/18 that will vest on 12/31/18; and (iii) 5,505 RSRs granted under the LTISP on 6/13/18 that will vest on 12/31/19. Grants awarded pursuant to Rule 16b-3(d).