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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-16	Common Stock	M	6974.1000	$0.0000	Acquired	13963.1000	Direct
2021-02-16	Common Stock	F	2700.0000	$0.0000	Disposed	11263.1000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-16	Restricted Performance Stock Rights	$	A	7555.1000	Acquired		Common Stock (7555.1000)	Direct
2021-02-16	Restricted Performance Stock Rights	$	M	6974.1000	Disposed		Common Stock (6974.1000)	Direct
2021-02-16	Restricted Stock Rights	$	A	5108.0000	Acquired		Common Stock (5108.0000)	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. 1,824 of the RSRs will vest on 9/30/21 and 3,284 will vest on 2/16/24.