SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bedingfield Kenneth L

(Last)

(First)

(Middle)

2980 FAIRVIEW PARK DRIVE

(Street)

FALLS CHURCH

22042

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHROP GRUMMAN CORP /DE/ [ NOC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corp VP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/17/2017		M		5,937.93⁽¹⁾	A	$0.0000	23,936.07	D
Common Stock	02/17/2017		F		2,503⁽²⁾	D	$243.58	21,433.07	D
Common Stock	02/19/2017⁽³⁾		M		1,663⁽⁴⁾	A	$0.0000	23,096.07	D
Common Stock	02/19/2017⁽³⁾		F		865⁽⁵⁾	D	$243.58	22,231.07	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Performance Stock Rights	⁽⁶⁾	02/17/2017		A		11,970.93⁽⁷⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	11,970.93	$0.0000	38,583.93⁽⁸⁾	D
Restricted Performance Stock Rights	⁽⁶⁾	02/17/2017		M			5,937.93⁽¹⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	5,937.93	$0.0000	32,646⁽⁹⁾	D
Restricted Stock Rights	⁽¹⁰⁾	02/17/2017		A		4,146		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	4,146	$0.0000	16,334⁽¹¹⁾	D
Restricted Stock Rights	⁽¹²⁾	02/19/2017⁽³⁾		M			1,663⁽⁴⁾	⁽¹²⁾	⁽⁴⁾	Common Stock	1,663	$0.0000	14,671⁽¹³⁾	D

Explanation of Responses:

1. Shares issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/19/14 with a valuation of performance measurement period ("measurement period") ended 12/31/16. The RPSRs were settled at 153% of target.

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

3. In light of the vesting date, Sunday, February 19, 2017, and in accordance with the terms of the LTISP, award shares were valued based on the Company's closing stock price on February 17, 2017, the immediately preceding business day. The shares were distributed into the participant's account on February 22, 2017.

4. Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/19/14 that vested on 2/19/17.

5. Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).

6. 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 application performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).

7. The RPSRs acquired include (i) 2,056.93 vested RPSRs with respect to the measurement period ended 12/31/16 acquired due to settlement of the 2014 RPSRs held at 153% of the target award and (ii) 9,914 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19.

8. Total amount includes 5,937.93 vested RPSRs granted under the LTISP on 2/19/14 with a measurement period ended on 12/31/16; 9,914 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 10,895 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 11,837 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.

9. Total amount includes 9,914 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; 10,895 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; and 11,837 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17.

10. Each 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 2/17/17 and will vest on 2/17/20.

11. Total amount includes 4,146 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 4,943 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 5,582 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; and 1,663 RSRs granted under the LTISP on 2/19/14 that vested on 2/19/17.

12. Each 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.

13. Total amount includes 4,146 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 4,943 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; and 5,582 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18.

	/s/ Jennifer C. McGarey, Attorney-in-Fact	02/22/2017
	** Signature of Reporting Person	Date
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