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Filing Details

Accession Number:: 0001225208-18-003060
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-02-15 17:38:29
Reporting Period:: 2018-02-13

Accepted Time:: 2018-02-15 17:38:29
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
1701037	G Janis Pamiljans	2980 Fairview Park Drive Falls Church VA 22042	Corp Vp & President As Systems	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	2018-02-13	6,038	$0.00	16,079	No	4	M	Direct
Common Stock	Disposition	2018-02-13	2,557	$335.12	13,522	No	4	S	Direct
Common Stock	Disposition	2018-02-13	2,860	$0.00	10,662	No	4	F	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
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	2018-02-13	8,390	$0.00	8,390	$0.00
Common Stock	Restricted Performance Stock Rights	Disposition	2018-02-13	6,038	$0.00	6,038	$0.00
Common Stock	Restricted Stock Rights	Acquisiton	2018-02-13	3,161	$0.00	3,161	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
24,180	No	4	A	Direct
18,142	No	4	M	Direct
11,064	No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	6,138	Indirect	Held in Northrop Grumman Savings & Investment Plan

Footnotes

Shares expected to be issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on (i) 2/18/15 with a valuation of performance measurement period ("measurement period") that ended 12/31/17 and (ii) 2/17/16 with a measurement period that ended 12/31/17. RPSRs to be settled at 131% of target. The shares are anticipated to be distributed into the participant's account on February 22, 2018.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
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 9, 2018. 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 application performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).
The RPSRs acquired include (i) 1,428.79 vested RPSRs with respect to the measurement period ended 12/31/17 acquired due to settlement of the 2015 RPSRs and 2016 RPSRs held at 131% and 131% of the target award, respectively and (ii) 6,961 unvested RPSRs granted under the LTISP on 2/13/18 with a measurement period ending on 12/31/20.
Total amount includes 3,015.62 vested RPSRs granted under the LTISP on 2/18/15 with a measurement period ended on 12/31/17; 3,022.17 RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/17; 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 9,395 RPSRs granted on 4/1/17 with a measurement period ending on 12/31/19; and 1,786 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19.
Total amount includes 6,961 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 9,395 RPSRs granted on 4/1/17 with a measurement period ending on 12/31/19; and 1,786 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19.
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 2/13/18 and will vest on 2/13/21.
Total amount includes 3,161 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 3,789 RSRs granted under the LTISP on 4/1/17 that will vest on 4/1/18; 765 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 2,362 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/18; and 987 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18.