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

Jan 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2019-12-31

Reporting Person: Larson Blake E (CVP & Pres, NG Space Systems)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-31	Common Stock	M	5505.0000	$0.0000	Acquired	9101.0000	Direct
2019-12-31	Common Stock	F	2112.0000	$343.9700	Disposed	6989.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-31	Restricted Stock Rights	$	M	5505.0000	Disposed		Common Stock (5505.0000)	Direct

Footnotes

F1: Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 6/13/18 that vested on 12/31/19.

F2: Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).

F3: 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.

F4: Total amount includes 2,831 RSRs granted under the LTISP on 6/13/18 that will vest on 6/13/21; and 3,283 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22.