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

Feb 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Ryan Lucy C (Corp VP, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-16	Common Stock	M	996.8700	$0.0000	Acquired	1552.4400	Direct
2021-02-16	Common Stock	F	314.0000	$0.0000	Disposed	1238.4400	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-16	Restricted Performance Stock Rights	$	A	1734.8700	Acquired		Common Stock (1734.8700)	Direct
2021-02-16	Restricted Performance Stock Rights	$	M	996.8700	Disposed		Common Stock (996.8700)	Direct
2021-02-16	Restricted Stock Rights	$	A	657.0000	Acquired		Common Stock (657.0000)	Direct

Footnotes

F1: 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).

F2: 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 2/16/21 and will vest on 2/16/24.