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NORTHROP GRUMMAN CORP /DE/ Director's Dealing 2021

Feb 19, 2021

29899_dirs_2021-02-18_aefafc9d-01e3-46b7-9ae1-f74326f6aa4f.zip

Director's Dealing

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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: Addison Ann M (Corp VP & Chief HR Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2021-02-16 Common Stock M 2746.8000 $0.0000 Acquired 5494.8000 Direct
2021-02-16 Common Stock F 835.0000 $0.0000 Disposed 4659.8000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2021-02-16 Restricted Performance Stock Rights $ A 4464.8000 Acquired Common Stock (4464.8000) Direct
2021-02-16 Restricted Performance Stock Rights $ M 2746.8000 Disposed Common Stock (2746.8000) Direct
2021-02-16 Restricted Stock Rights $ A 1970.0000 Acquired Common Stock (1970.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 137.6404 Indirect

Footnotes

F1: Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e).

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.