NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2021

Sep 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2021-09-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-20	Common Stock	M	4943	—	Acquired	118068.29	Direct
2021-09-20	Common Stock	F	2230	$348.81	Disposed	115838.29	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-20	Restricted Stock Rights	$	M	4943	Disposed		Common Stock (4943.0)	Direct

Footnotes

F1: In accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), because the third anniversary of the grant (September 19, 2021) fell on a weekend, the award shares vested on September 20, 2021, the next business day. The vested award shares were valued based on the Company's closing stock price on September 20, 2021. The shares will be distributed into the participant's account on September 21, 2021.

F2: Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 9/19/2018 that vested on 9/20/2021.

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.