Sec Form 4 Filing - Potter Stephen N @ NORTHERN TRUST CORP - 2014-01-08

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
Potter Stephen N
2. Issuer Name and Ticker or Trading Symbol
NORTHERN TRUST CORP [ NTRS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President NTGI
(Last) (First) (Middle)
50 SOUTH LA SALLE STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/08/2014
(Street)
CHICAGO, IL60603
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 01/08/2014 M( 1 ) 23,030 A $ 52.095 55,941 I By Trust
Common Stock 01/08/2014 S( 1 ) 23,030 D $ 62 32,911 I By Trust
Common Stock ( 2 ) 59,320 D
Common Stock 1,270 I Spouse as Trustee for Son
Common Stock 1,270 I Spouse as Trustee for Daughter
Common Stock 8,335.35 I 401(k) as of 12-31-2013
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
Employee Stock Option (right-to-buy) $ 52.095 01/08/2014 M( 1 ) 23,030 ( 3 ) 02/21/2016 Common Stock 23,030 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Potter Stephen N
50 SOUTH LA SALLE STREET
CHICAGO, IL60603
President NTGI
Signatures
Paul A. Bernacki Attorney-in-Fact for Stephen N. Potter 01/10/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was effected pursuant to a trading plan adopted in accordance with SEC Rule 10b5-1.
( 2 )Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
( 3 )2/21/2007 as to 4,895 options; 2/21/2008 as of 6,045 options; 2/21/2009 as to 6,045 options; and 2/21/2010 as to 6,045 options.

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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