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

Apr 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2018-04-01

Reporting Person: Pamiljans Janis G (Corp VP & President AS Systems)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-01	Common Stock	M	3789.0000	$0.0000	Acquired	10466.1500	Direct
2018-04-01	Common Stock	F	1879.0000	$345.5200	Disposed	8587.1500	Direct
2018-04-04	Common Stock	S	955.0000	$338.8500	Disposed	7632.1500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-01	Restricted Stock Rights	$	M	3789.0000	Disposed		Common Stock (3789.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6223.3803	Indirect

Footnotes

F1: In light of the vesting date, Sunday, April 1, 2018, and in accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), award shares were valued based on the Company's closing stock price on April 2, 2018, the following business day. The shares were distributed into the participant's account on April 3, 2018.

F2: Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 4/1/17 that vested on 4/1/18.

F3: Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).

F4: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F5: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of March 31, 2018. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.

F6: 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.

F7: Shares issued upon vesting of RSRs granted under the LTISP on 4/1/17 that vested on 4/1/18.

F8: Total amount includes 3,161 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and 765 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20.