NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2019

Feb 25, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2019-02-22

Reporting Person: Jones Christopher T (Corp VP & Pres Tech Svcs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-22	Common Stock	S	1387.0000	$288.1800	Disposed	78768.8990	Direct
2019-02-22	Common Stock	S	3501.0000	$286.5100	Disposed	75267.8990	Direct
2019-02-22	Common Stock	S	6095.0000	$287.5000	Disposed	69172.8990	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1702.0633	Indirect

Footnotes

F1: Represents the weighted average sale price of $288.18 rounded to the nearest hundredth. The highest price at which the shares were sold was $288.56 and the lowest price at which the shares were sold was $288.00. 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.

F2: Represents the weighted average sale price of $286.51 rounded to the nearest hundredth. The highest price at which the shares were sold was $286.87 and the lowest price at which the shares were sold was $286.11. 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 $287.50 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.97 and the lowest price at which the shares were sold was $287.14. 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: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 22, 2019. 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.