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^*

Perry David T

(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 Chief Global Bus Dev Off

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2014

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)
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	02/19/2014		M		19,820⁽¹⁾	A	$0.0000	24,780	D
Common Stock	02/19/2014		F		9,022⁽²⁾	D	$119.05	15,758	D
Common Stock								481.288	I	Held in Northrop Grumman Financial Security and Savings Program⁽³⁾
Common Stock								4,591.012	I	Held in Northrop Grumman Savings & Investment Plan⁽⁴⁾

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	⁽⁵⁾	02/19/2014		A		19,579⁽⁶⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	19,579	$0.0000	56,183⁽⁷⁾	D
Restricted Performance Stock Rights	⁽⁵⁾	02/19/2014		M			19,820	⁽⁵⁾	⁽⁵⁾	Common Stock	19,820⁽¹⁾	$0.0000	36,363⁽⁸⁾	D
Restricted Stock Rights	⁽⁹⁾	02/19/2014		A		4,032		⁽⁹⁾	⁽⁹⁾	Common Stock	4,032	$0.0000	17,589⁽¹⁰⁾	D

Explanation of Responses:

1. Shares issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2001 Long-Term Incentive Stock Plan (the "2001 LTISP") on 2/15/11 with a valuation of performance measurement period ("measurement period") ended 12/31/13. The RPSRs were settled at 200% 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. Held in the Northrop Grumman Financial Security and Savings Program (the "FSSP Plan"), a qualified profit sharing plan, as of February 18, 2014. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.

4. Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 18, 2014. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.

5. 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).

6. The RPSRs acquired include (i) 9,910 additional vested RPSRs with respect to the measurement period ended 12/31/13 acquired due to settlement of the 2011 RPSRs held at 200% of the target award and (ii) 9,669 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/19/14 with a measurement period ending on 12/31/16.

7. Total amount includes 19,820 vested RPSRs granted under the 2001 LTISP on 2/15/11 with a measurement period ended on 12/31/13; 9,669 unvested RPSRs granted under the LTISP on 2/19/14 with a measurement period ending on 12/31/16; 20,082 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15; and 6,612 unvested RPSRs granted under the LTISP on 2/15/12 with a measurement period ending on 12/31/14.

8. Total amount includes 9,669 unvested RPSRs granted under the LTISP on 2/19/14 with a measurement period ending on 12/31/16; 20,082 unvested RPSRs granted under the LTISP on 2/20/13 with a measurement period ending on 12/31/15; and 6,612 unvested RPSRs granted under the LTISP on 2/15/12 with a measurement period ending on 12/31/14.

9. 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 2/19/14 and will vest on 2/19/17.

10. Total amount includes 4,032 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; 7,268 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16; 3,455 RSRs granted under the LTISP on 7/19/12 that will vest on 7/19/15; and 2,834 RSRs granted under the LTISP on 2/15/12 that will vest on 2/15/15.

	/s/ Jennifer C. McGarey, Attorney-in-Fact	02/21/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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