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

Jan 8, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2021-01-01

Reporting Person: Jones Thomas H (CVP & Pres Aeronautics Systems)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2507.2800	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Performance Stock Rights	$		Common Stock (2639.0000)		Direct
Restricted Stock Rights	$		Common Stock (1130.0000)		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 measurement period. Grants awarded pursuant to Rule 16b-3(d).

F2: Total amount includes (i) 843 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/13/18 with a measurement period ended on 12/31/20; (ii) 958 unvested RPSRs granted under the LTISP on 2/13/19 with a measurement period ending on 12/31/21; and (iii) 838 unvested RPSRs granted under the LTISP on 2/12/20 with a measurement period ending on 12/31/22. Grants awarded pursuant to Rule 16b-3(d).

F3: 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.

F4: Total amount includes (i) 361 unvested RSRs granted under the LTISP on 2/13/18 that will vest on 2/16/21; 410 RSRs granted under the LTISP on 2/13/19 that will vest on 2/14/22 ; and 359 RSRs granted under the LTISP on 2/12/20 that will vest on 2/13/23. Grants awarded pursuant to Rule 16b-3(d).