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

Feb 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2019-02-19

Reporting Person: Caylor Mark A (Corp VP & Pres, Mission System)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-19	Common Stock	M	4120.0000	$0.0000	Acquired	31400.1600	Direct
2019-02-19	Common Stock	F	1990.0000	$287.3500	Disposed	29410.1600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-19	Restricted Stock Rights	$	M	4120.0000	Disposed		Common Stock (4120.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35.1682	Indirect

Footnotes

F1: In accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), because the third anniversary of the grant (February 17, 2019) fell on a weekend, the award shares vested on February 19, 2019, the next business day. The vested award shares were valued based on the Company's closing stock price on February 19, 2019. The shares will be distributed into the participant's account on February 20, 2019.

F2: Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/17/16 that vested on 2/19/19.

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

F4: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 19, 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.

F5: Each 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.

F6: Total amount includes 3,830 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 1,655 RSRs granted under the LTISP on 12/4/18 that will vest on 12/4/21; 3,161 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and 3,189 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20.