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^*

BUSH WESLEY G

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2019

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	02/19/2019⁽¹⁾		M		16,478⁽²⁾	A	$0.0000	39,937.4	D
Common Stock	02/19/2019⁽¹⁾		F		7,311⁽³⁾	D	$287.35	32,626.4	D
Common Stock	02/20/2019		S		11,500	D	$287.57⁽⁴⁾	21,126.4	D
Common Stock	02/20/2019		S		760	D	$286.94⁽⁵⁾	54,791.25	I	Held in Bush Trust No. 4
Common Stock	02/20/2019		S		18,882	D	$287.11⁽⁶⁾	35,909.25	I	Held in Bush Trust No. 4
Common Stock	02/20/2019		S		1,800	D	$286.77⁽⁷⁾	53,749.25	I	Held in Wesley G. Bush Rev. Trust
Common Stock	02/20/2019		S		2,796	D	$288.22⁽⁸⁾	50,953.25	I	Held in Wesley G. Bush Rev. Trust
Common Stock	02/20/2019		S		18,864	D	$287.42⁽⁹⁾	32,089.25	I	Held in Wesley G. Bush Rev. Trust
Common Stock	02/20/2019		S		2,600	D	$286.82⁽¹⁰⁾	236,459	I	Held in WG&NF Bush Family Trust
Common Stock	02/20/2019		S		29,298	D	$287.19⁽¹¹⁾	207,161	I	Held in WG&NF Bush Family Trust
Common Stock								5,636.626	I	Held in Northrop Grumman Savings & Investment Plan⁽¹²⁾

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 Stock Rights	⁽¹³⁾	02/19/2019		M			16,478⁽²⁾	⁽¹³⁾	⁽²⁾	Common Stock	16,478	$0.0000	21,789⁽¹⁴⁾	D

Explanation of Responses:

1. In accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), because the third anniversary of the grant (February 17, 2019) fell on a weekend, the award shares vested on February 19, 2019, the next business day. The vested award shares were valued based on the Company's closing stock price on February 19, 2019. The shares will be distributed into the participant's account on February 20, 2019.

2. Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/17/16 that vested on 2/19/19.

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

4. Represents the weighted average sale price of $287.57 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.61 and the lowest price at which the shares were sold was $287.53. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.

5. Represents the weighted average sale price of $286.94 rounded to the nearest hundredth. The highest price at which the shares were sold was $286.995 and the lowest price at which the shares were sold was $286.78. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.

6. Represents the weighted average sale price of $287.11 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.50 and the lowest price at which the shares were sold was $287.005. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.

7. Represents the weighted average sale price of $286.77 rounded to the nearest hundredth. The highest price at which the shares were sold was $286.995 and the lowest price at which the shares were sold was $286.53. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.

8. Represents the weighted average sale price of $288.22 rounded to the nearest hundredth. The highest price at which the shares were sold was $288.36 and the lowest price at which the shares were sold was $288.05. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.

9. Represents the weighted average sale price of $287.42 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.97 and the lowest price at which the shares were sold was $287.020. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.

10. Represents the weighted average sale price of $286.82 rounded to the nearest hundredth. The highest price at which the shares were sold was $286.995 and the lowest price at which the shares were sold was $286.48. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.

11. Represents the weighted average sale price of $287.19 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.99 and the lowest price at which the shares were sold was $287.00. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.

12. Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 19, 2019. 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.

13. 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.

14. Total amount includes 9,033 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and 12,756 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20.

	/s/ Jennifer C. McGarey, Attorney-in-Fact	02/21/2019
	** Signature of Reporting Person	Date
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