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: Bedingfield Kenneth L (Corp VP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-13	Common Stock	M	12529.2500	$0.0000	Acquired	45426.8200	Direct
2019-02-13	Common Stock	F	5527.0000	$0.0000	Disposed	39899.8200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-13	Restricted Performance Stock Rights	$	A	10672.2500	Acquired		Common Stock (10672.2500)	Direct
2019-02-13	Restricted Performance Stock Rights	$	M	12529.2500	Disposed		Common Stock (12529.2500)	Direct
2019-02-13	Restricted Stock Rights	$	A	3830.0000	Acquired		Common Stock (3830.0000)	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 2/17/16 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: 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).

F4: The RPSRs acquired include (i) 1,634.25 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) 9,038 unvested RPSRs granted under the LTISP on 2/13/19 with a measurement period ending on 12/31/21.

F5: Total amount includes 12,529.25 vested RPSRs granted under the LTISP on 2/17/16 with a measurement period ended on 12/31/18; 9,038 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 9,914 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19.

F6: Total amount includes 9,038 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 9,914 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19.

F7: 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.

F8: Total amount includes 3,830 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 3,161 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 4,146 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; and 4,943 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19.