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*
Cohodes Jeffrey D.

(Last) (First) (Middle)
50 SOUTH LASALLE STREET

(Street)
CHICAGO IL 60603

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NORTHERN TRUST CORP [ NTRS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
ExecutiveVP/Chief Risk Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/16/2014
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)
Code V Amount (A) or (D) Price
Common Stock 01/16/2014 M (1) 10,000 A $49.12 25,098 D
Common Stock 01/16/2014 S (1) 10,000 D $61.0356 (2) 15,098 D
Common Stock (3) 22,193 D
Common Stock 3,815.22 I 401(k) as of 12/31/2013
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right-to-buy) $49.12 01/16/2014 M (1) 10,000 (4) 02/17/2014 Common Stock 10,000 $0 0 D
Explanation of Responses:
1. This transaction was effected pursuant to a trading plan adopted in accordance with SEC Rule 10b5-1.
2. Price reflects the weighted average sales price from $60.7778 to $61.2693. Information regarding the number of shares sold at each separate price will be provided by the issuer upon request.
3. Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
4. These options became exercisable in four annual installments beginning on 2/17/2005.
Remarks:
Paul A. Bernacki, Attorney-In-Fact for Jeffrey D. Cohodes 01/17/2014
** 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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