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

Feb 26, 2018

SEC Form 4/A — Form 4/A

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2018-02-13

Reporting Person: CHESTON SHEILA C. (Corp. VP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-13	Common Stock	M	14796.0000	$0.0000	Acquired	58857.5200	Direct
2018-02-13	Common Stock	F	7126.0000	$0.0000	Disposed	51731.5200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-13	Restricted Performance Stock Rights	$	M	14796.0000	Disposed		Common Stock (14796.0000)	Direct

Footnotes

F1: Shares expected to be issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/18/15 with a valuation of performance measurement period ("measurement period") that ended 12/31/17. RPSRs to be settled at 150% of target. The shares are anticipated to be distributed into the participant's account on February 26, 2018.

F2: Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e). Amendment filed to correct the number of shares surrendered.

F3: 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).

F4: Total amount includes 5,171 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 7,626 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; and 9,079 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18.