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

Feb 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2019-02-13

Reporting Person: Perry David T (CVP Chief Global Bus Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-13	Common Stock	M	7308.2500	$0.0000	Acquired	26395.3100	Direct
2019-02-13	Common Stock	F	2778.0000	$0.0000	Disposed	23617.3100	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-13	Restricted Performance Stock Rights	$	A	5601.2500	Acquired		Common Stock (5601.2500)	Direct
2019-02-13	Restricted Performance Stock Rights	$	M	7308.2500	Disposed		Common Stock (7308.2500)	Direct
2019-02-13	Restricted Stock Rights	$	A	1970.0000	Acquired		Common Stock (1970.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	519.3186	Indirect
Common Stock	45.1478	Indirect

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 2/17/16 with a valuation of performance measurement period ("measurement period") that ended 12/31/18. RPSRs to be settled at 115% of target. The shares are anticipated to be distributed into the participant's account on February 14, 2019.

F2: Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e)

F3: Held in the Northrop Grumman Financial Security and Savings Program (the "FSSP Plan"), a qualified profit sharing plan, as of February 12, 2019. Share totals with respect to the FSSP Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred.

F4: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 12, 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 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 applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).

F6: The RPSRs acquired include (i) 953.25 vested RPSRs with respect to the measurement period ended 12/31/18 acquired due to settlement of the 2016 RPSRs held at 115% of the target award; and (ii) 4,648 unvested RPSRs granted under the LTISP on 2/13/19 with a measurement period ending on 12/31/21.

F7: Total amount includes 7,308.25 vested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/18; 4,648 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 3,580 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 5,491 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19.

F8: Total amount includes 4,648 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 3,580 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 5,491 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19.

F9: 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. The RSRs were granted under the LTISP on 2/13/19 and will vest on 2/13/22.

F10: Total amount includes 1,970 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 1,626 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 2,296 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; and 2,884 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19.