Sec Form 4 Filing - MILLS LINDA A @ NORTHROP GRUMMAN CORP /DE/ - 2013-05-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MILLS LINDA A
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)
Corp. VP, Operations
(Last) (First) (Middle)
2980 FAIRVIEW PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/01/2013
(Street)
FALLS CHURCH, VA22042
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/01/2013 M 45,000 A $ 41.14 71,544 D
Common Stock 05/01/2013 S 45,000 D $ 76.26 ( 1 ) 26,544 D
Common Stock 05/02/2013 J( 2 ) 26,544 D $ 0 0 D
Common Stock 05/02/2013 J( 2 ) 26,544 A $ 0 70,414.5231 I Linda Anne Mills Living Trust
Common Stock 12,270.709 I Held in Northrop Grumman Savings & Investment Plan ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (Right-to-buy) $ 41.14 05/01/2013 M 45,000 ( 4 ) 02/17/2016 Common Stock 45,000 $ 41.14 46,869 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MILLS LINDA A
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH, VA22042
Corp. VP, Operations
Signatures
/s/ Jennifer C. McGarey, Attorney-in-Fact 05/03/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the weighted average sale price of $76.26 rounded to the nearest hundredth. The highest price at which the shares were sold was $76.31 and the lowest price at which the shares were sold was $76.22. 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.
( 2 )Transfer of shares to trust.
( 3 )Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of May 1, 2013. 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 )The option is fully exercisable.

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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