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: Hardesty Michael A (Corp VP, Controller & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-12	Common Stock	M	3572.0000	$0.0000	Acquired	8378.2000	Direct
2020-02-12	Common Stock	F	1215.0000	$0.0000	Disposed	7163.2000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-12	Restricted Performance Stock Rights	$	A	3172.0000	Acquired		Common Stock (3172.0000)	Direct
2020-02-12	Restricted Performance Stock Rights	$	M	3572.0000	Disposed		Common Stock (3572.0000)	Direct
2020-02-12	Restricted Stock Rights	$	A	594.0000	Acquired		Common Stock (594.0000)	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 2/17/17 with a valuation of performance measurement period ("measurement period") that ended 12/31/19. RPSRs to be settled at 200% of target. The shares are anticipated to be distributed into the participant's account on February 14, 2020.

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) 1,786 vested RPSRs with respect to the measurement period ended 12/31/19 acquired due to settlement of the 2017 RPSRs held at 200% of the target award and (ii) 1,386 unvested RPSRs granted under the LTISP on 2/12/20 with a measurement period ending on 12/31/22.

F5: Total amount includes 3,572 vested RPSRs granted under the LTISP on 2/17/17 with a measurement period ended on 12/31/19; 1,386 RPSRs granted on 2/12/20 with a measurement period ending on 12/31/22; 1,788 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; and 1,475 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20.

F6: Total amount includes 1,386 RPSRs granted on 2/12/20 with a measurement period ending on 12/31/22; 1,788 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; and 1,475 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20.

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 2/12/20 and will vest on 2/12/23.

F8: Total amount includes 594 RSRs granted under the LTISP on 2/12/20 that will vest on 2/12/23; 766 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 632 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and 765 RSRs granted under the LTISP on 2/17/17 that will vest on 2/18/20.