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Filing Details

Accession Number:: 0001225208-19-003292
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-02-21 17:22:41
Reporting Period:: 2019-02-19

Accepted Time:: 2019-02-21 17:22:41
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
1216503	G Wesley Bush	2980 Fairview Park Drive Falls Church VA 22042	Chairman	Yes	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	Explanation
Common Stock	Acquisiton	2019-02-19	16,478	$0.00	39,937	No	4	M	Direct
Common Stock	Disposition	2019-02-19	7,311	$287.35	32,626	No	4	F	Direct
Common Stock	Disposition	2019-02-20	11,500	$287.57	21,126	No	4	S	Direct
Common Stock	Disposition	2019-02-20	760	$286.94	54,791	No	4	S	Indirect	Held in Bush Trust No. 4
Common Stock	Disposition	2019-02-20	18,882	$287.11	35,909	No	4	S	Indirect	Held in Bush Trust No. 4
Common Stock	Disposition	2019-02-20	1,800	$286.77	53,749	No	4	S	Indirect	Held in Wesley G. Bush Rev. Trust
Common Stock	Disposition	2019-02-20	2,796	$288.22	50,953	No	4	S	Indirect	Held in Wesley G. Bush Rev. Trust
Common Stock	Disposition	2019-02-20	18,864	$287.42	32,089	No	4	S	Indirect	Held in Wesley G. Bush Rev. Trust
Common Stock	Disposition	2019-02-20	2,600	$286.82	236,459	No	4	S	Indirect	Held in WG&NF Bush Family Trust
Common Stock	Disposition	2019-02-20	29,298	$287.19	207,161	No	4	S	Indirect	Held in WG&NF Bush Family Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	F	Direct
No	4	S	Direct
No	4	S	Indirect	Held in Bush Trust No. 4
No	4	S	Indirect	Held in Bush Trust No. 4
No	4	S	Indirect	Held in Wesley G. Bush Rev. Trust
No	4	S	Indirect	Held in Wesley G. Bush Rev. Trust
No	4	S	Indirect	Held in Wesley G. Bush Rev. Trust
No	4	S	Indirect	Held in WG&NF Bush Family Trust
No	4	S	Indirect	Held in WG&NF Bush Family Trust

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Rights	Disposition	2019-02-19	16,478	$0.00	16,478	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
21,789			No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	5,637	Indirect	Held in Northrop Grumman Savings & Investment Plan

Footnotes

In accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), because the third anniversary of the grant (February 17, 2019) fell on a weekend, the award shares vested on February 19, 2019, the next business day. The vested award shares were valued based on the Company's closing stock price on February 19, 2019. The shares will be distributed into the participant's account on February 20, 2019.
Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/17/16 that vested on 2/19/19.
Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).
Represents the weighted average sale price of $287.57 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.61 and the lowest price at which the shares were sold was $287.53. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
Represents the weighted average sale price of $286.94 rounded to the nearest hundredth. The highest price at which the shares were sold was $286.995 and the lowest price at which the shares were sold was $286.78. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
Represents the weighted average sale price of $287.11 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.50 and the lowest price at which the shares were sold was $287.005. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
Represents the weighted average sale price of $286.77 rounded to the nearest hundredth. The highest price at which the shares were sold was $286.995 and the lowest price at which the shares were sold was $286.53. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
Represents the weighted average sale price of $288.22 rounded to the nearest hundredth. The highest price at which the shares were sold was $288.36 and the lowest price at which the shares were sold was $288.05. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
Represents the weighted average sale price of $287.42 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.97 and the lowest price at which the shares were sold was $287.020. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
Represents the weighted average sale price of $286.82 rounded to the nearest hundredth. The highest price at which the shares were sold was $286.995 and the lowest price at which the shares were sold was $286.48. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
Represents the weighted average sale price of $287.19 rounded to the nearest hundredth. The highest price at which the shares were sold was $287.99 and the lowest price at which the shares were sold was $287.00. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.
Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 19, 2019. 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.
Each 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.
Total amount includes 9,033 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and 12,756 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20.