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

Mar 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2020-03-02

Reporting Person: Ryan Lucy C (Corp VP, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-02	Common Stock	M	792.0000	$0.0000	Acquired	792.0000	Direct
2020-03-02	Common Stock	F	239.0000	$335.9900	Disposed	553.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-02	Restricted Stock Rights	$	M	792.0000	Disposed		Common Stock (792.0000)	Direct

Footnotes

F1: In accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), because the date on which the award shares were originally scheduled to vest fell on a Sunday (March 1, 2020), the award shares vested on March 2, 2020, the next business day. The vested award shares were valued based on the Company's closing stock price on March 2, 2020.

F2: Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 10/30/18 that vested on 3/2/2020.

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

F4: 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.

F5: Total amount includes 509 RSRs granted under the LTISP on 2/12/2020 that will vest on 2/13/23; 657 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/21; and 303 RSRs granted under the LTISP on 10/30/18 that will vest on 10/30/21.