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: Perry David T (CVP Chief Global Bus Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-16	Common Stock	M	3759.0000	$0.0000	Acquired	13266.6000	Direct
2021-02-16	Common Stock	M	1626.0000	$0.0000	Acquired	14892.6000	Direct
2021-02-16	Common Stock	F	738.0000	$0.0000	Disposed	14154.6000	Direct
2021-02-16	Common Stock	F	1189.0000	$0.0000	Disposed	12965.6000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-16	Restricted Performance Stock Rights	$	A	4513.0000	Acquired		Common Stock (4513.0000)	Direct
2021-02-16	Restricted Performance Stock Rights	$	M	3759.0000	Disposed		Common Stock (3759.0000)	Direct
2021-02-16	Restricted Stock Rights	$	A	1970.0000	Acquired		Common Stock (1970.0000)	Direct
2021-02-16	Restricted Stock Rights	$	M	1626.0000	Disposed		Common Stock (1626.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	537.1178	Indirect
Common Stock	46.6108	Indirect

Footnotes

F1: Held in the Northrop Grumman Financial Security and Savings Program (the "FSSP Plan"), a qualified profit sharing plan, as of February 16, 2021. Share totals with respect to the FSSP Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred.

F2: Held in the Northrop Grumman Savings Plan (the "Plan"), a qualified defined contribution plan, as of February 16, 2021. 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.

F3: 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).

F4: 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.

F5: 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.

F6: Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/13/18 that vested on 2/16/21.