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

Feb 15, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2020-02-12

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-12	Restricted Performance Stock Rights	$	A	1202.0000	Acquired		Common Stock (1202.0000)	Direct
2020-02-12	Restricted Stock Rights	$	A	509.0000	Acquired		Common Stock (509.0000)	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: These unvested RPSRs were granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/12/20 with a measurement period ending on 12/31/22.

F3: Total amount includes 1,202 RPSRs granted on 2/12/20 with a measurement period ending on 12/31/22; 1,550 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; and 707 RPSRs granted on 10/30/18 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 2/12/20 and will vest on 2/12/23.

F5: Total amount includes 509 RSRs granted under the LTISP on 2/12/20 that will vest on 2/13/23; 657 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/21; 303 RSRs granted under the LTISP on 10/30/18 that will vest on 10/30/21; and 792 RSRs granted under the LTISP on 10/30/18 that will vest on 3/1/20.