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: Larson Blake E (Corp VP & Pres, NGIS)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-13	Restricted Performance Stock Rights	$	A	7748.0000	Acquired		Common Stock (7748.0000)	Direct
2019-02-13	Restricted Stock Rights	$	A	3283.0000	Acquired		Common Stock (3283.0000)	Direct

Footnotes

F1: 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).

F2: The RPSRs acquired include 7,748 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/13/19 with a measurement period ending on 12/31/21.

F3: Total amount includes 7,748 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; and 6,642 RPSRs granted on 6/13/18 with a measurement period ending on 12/31/20.

F4: 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.

F5: Total amount includes 3,283 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 2,831 RSRs granted under the LTISP on 6/13/18 that will vest on 6/13/21; and 5,505 RSRs granted under the LTISP on 6/13/18 that will vest on 12/31/19.