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: Caylor Mark A (CVP & Pres, Mission Systems)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-12	Common Stock	M	9074.9400	$0.0000	Acquired	24954.1000	Direct
2020-02-12	Common Stock	F	3980.0000	$0.0000	Disposed	20974.1000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-12	Restricted Performance Stock Rights	$	A	7457.9400	Acquired		Common Stock (7457.9400)	Direct
2020-02-12	Restricted Performance Stock Rights	$	M	9074.9400	Disposed		Common Stock (9074.9400)	Direct
2020-02-12	Restricted Stock Rights	$	A	2545.0000	Acquired		Common Stock (2545.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35.7110	Indirect

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 119% 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: Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 12, 2020. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred.

F4: 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).

F5: The RPSRs acquired include (i) 1,448.94 vested RPSRs with respect to the measurement period ended 12/31/19 acquired due to settlement of the 2017 RPSRs held at 119% of the target award and (ii) 6,009 unvested RPSRs granted under the LTISP on 2/12/20 with a measurement period ending on 12/31/22.

F6: Total amount includes 9,074.94 vested RPSRs granted under the LTISP on 2/17/17 with a measurement period ended on 12/31/19; 6,009 RPSRs granted on 2/12/20 with a measurement period ending on 12/31/22; 9,038 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; and 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20.

F7: Total amount includes 6,009 RPSRs granted on 2/12/20 with a measurement period ending on 12/31/22; 9,038 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; and 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20.

F8: 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.

F9: Total amount includes 2,545 RSRs granted under the LTISP on 2/12/20 that will vest on 2/12/23; 3,830 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 1,655 RSRs granted under the LTISP on 12/4/18 that will vest on 12/4/21; 3,161 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and 3,189 RSRs granted under the LTISP on 2/17/17 that will vest on 2/18/20.