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

Mar 1, 2021

SEC Form 4/A — Form 4/A

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2021-02-16

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-16	Restricted Performance Stock Rights	$	A	33653.0000	Acquired		Common Stock (33653.0000)	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 valuation of performance measurement period ("measurement period").

F2: The RSPRs acquired include (i) 497.2 vested RPSRs with respect to the measurement period ended 12/31/20 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/13/18 that resulted in settlement at 105% of the target award; (ii) 650.8 vested RPSRs with respect to the measurement period ended 12/31/20 acquired due to settlement of the RPSRs granted under the LTISP on 9/19/18 that resulted in settlement at 105% of the target award; and (iii) 32,505 unvested RPSRs granted under the LTISP on 2/16/21 with a measurement period ending on 12/31/23. A total of 24,108 shares were issued in settlement of the 2018 RPSRs with a measurement period that ended 12/31/20, and the target award amount of a total of 22,960 RPSRs was previously reported in connection with the grants of the 2018 RPSRs.