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^*

Caylor Mark A

(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)
	CVP & Pres, Mission Systems

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2020

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	02/12/2020		M		9,074.94⁽¹⁾	A	$0.0000	24,954.1	D
Common Stock	02/12/2020		F		3,980⁽²⁾	D	$0.0000	20,974.1	D
Common Stock								35.711	I	Held in Northrop Grumman Savings & Investment Plan⁽³⁾

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	⁽⁴⁾	02/12/2020		A		7,457.94⁽⁵⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	7,457.94	$0.0000	31,082.94⁽⁶⁾	D
Restricted Performance Stock Rights	⁽⁴⁾	02/12/2020		M			9,074.94⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	9,074.94	$0.0000	22,008⁽⁷⁾	D
Restricted Stock Rights	⁽⁸⁾	02/12/2020		A		2,545		⁽⁸⁾	⁽⁸⁾	Common Stock	2,545	$0.0000	14,380⁽⁹⁾	D

Explanation of Responses:

1. Shares expected to be issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/17/17 with a valuation of performance measurement period ("measurement period") that ended 12/31/19. RPSRs to be settled at 119% of target. The shares are anticipated to be distributed into the participant's account on February 14, 2020.

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

3. Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 12, 2020. 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.

4. 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).

5. The RPSRs acquired include (i) 1,448.94 vested RPSRs with respect to the measurement period ended 12/31/19 acquired due to settlement of the 2017 RPSRs held at 119% of the target award and (ii) 6,009 unvested RPSRs granted under the LTISP on 2/12/20 with a measurement period ending on 12/31/22.

6. Total amount includes 9,074.94 vested RPSRs granted under the LTISP on 2/17/17 with a measurement period ended on 12/31/19; 6,009 RPSRs granted on 2/12/20 with a measurement period ending on 12/31/22; 9,038 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; and 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20.

7. Total amount includes 6,009 RPSRs granted on 2/12/20 with a measurement period ending on 12/31/22; 9,038 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; and 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20.

8. 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 2/12/20 and will vest on 2/12/23.

9. Total amount includes 2,545 RSRs granted under the LTISP on 2/12/20 that will vest on 2/12/23; 3,830 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 1,655 RSRs granted under the LTISP on 12/4/18 that will vest on 12/4/21; 3,161 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and 3,189 RSRs granted under the LTISP on 2/17/17 that will vest on 2/18/20.

	/s/ Jennifer C. McGarey, Attorney-in-Fact	02/14/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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