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Filing Details

Accession Number:: 0001225208-16-027145
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-02-19 19:20:26
Reporting Period:: 2016-02-17

Filing Date:: 2016-02-19
Accepted Time:: 2016-02-19 19:20:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1133421	Northrop Grumman Corp	NOC	Search, Detection, Navagation, Guidance, Aeronautical Sys (3812)	800640649

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1559097	A Mark Caylor	2980 Fairview Park Drive Falls Church VA 22042	Corp Vp & Pres Es & Cso	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2016-02-17	30,123	$0.00	44,383	No	4	M	Direct
Common Stock	Acquisiton	2016-02-17	1,148	$41.14	45,531	No	4	M	Direct
Common Stock	Disposition	2016-02-17	1,148	$185.61	44,383	No	4	S	Direct
Common Stock	Disposition	2016-02-17	14,689	$190.06	29,694	No	4	F	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	F	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Performance Stock Rights	Acquisiton	2016-02-17	19,120	$0.00	19,120	$0.00
Common Stock	Restricted Performance Stock Rights	Disposition	2016-02-17	30,123	$0.00	30,123	$0.00
Common Stock	Restricted Stock Rights	Acquisiton	2016-02-17	4,120	$0.00	4,120	$0.00
Common Stock	Stock Option (Right-to-buy)	Disposition	2016-02-17	1,148	$41.14	1,148	$41.14

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
55,776		No	4	A	Direct
25,653		No	4	M	Direct
18,676		No	4	A	Direct
0	2016-02-17	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	34	Indirect	Held in Northrop Grumman Savings & Investment Plan

Footnotes

Shares issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/20/13 with a valuation of performance measurement period ("measurement period") ended 12/31/15. The RPSRs were settled at 150% of target.
The option is fully exercisable.
Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e).
Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 12, 2016. 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.
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).
The RPSRs acquired include (i) 10,041 additional vested RPSRs with respect to the measurement period ended 12/31/15 acquired due to settlement of the 2013 RPSRs held at 150% of the target award and (ii) 9,079 unvested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/18.
Total amount includes 30,123 vested RPSRs granted under the LTISP on 2/20/13 with a measurement period ended on 12/31/15; 9,079 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; 6,905 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; and 9,669 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16.
Total amount includes 9,079 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18; 6,905 RPSRs granted on 2/18/15 with a measurement period ending on 12/31/17; and 9,669 RPSRs granted on 2/19/14 with a measurement period ending on 12/31/16.
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 2/17/16 and will vest on 2/17/19.
Total amount includes 4,120 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; 3,256 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; 4,032 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; and 7,268 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16.