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

Feb 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2020-02-18

Reporting Person: Warden Kathy J (Director, Chairman, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-18	Common Stock	M	4465.0000	$0.0000	Acquired	104742.2900	Direct
2020-02-18	Common Stock	F	2014.0000	$372.4200	Disposed	102728.2900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-18	Restricted Stock Rights	$	M	4465.0000	Disposed		Common Stock (4465.0000)	Direct

Footnotes

F1: In accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), because the third anniversary of the grant (February 17, 2020) fell on a holiday, the award shares vested on February 18, 2020, the next business day. The vested award shares were valued based on the Company's closing stock price on February 18, 2020. The shares will be distributed into the participant's account on February 19, 2020.

F2: Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/17/17 that vested on 2/18/2020.

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 11,453 RSRs granted under the LTISP on 2/12/20 that will vest on 2/12/23; 14,227 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 4,943 RSRs granted under the LTISP on 9/9/18 that will vest on 9/9/21; and 4,516 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21.