NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2020

May 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2020-05-05

Reporting Person: Keffer David F (CVP & Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-05	Restricted Performance Stock Rights	$	A	8753.0000	Acquired		Common Stock (8753.0000)	Direct
2020-05-05	Restricted Stock Rights	$	A	3847.0000	Acquired		Common Stock (3847.0000)	Direct

Footnotes

F1: Each Restricted Performance Stock Right ("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 were granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 5/5/2020 with a measurement period ending on 12/31/2022.

F3: 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 5/5/2020 and will vest on 5/5/2023.