Sec Form 4 Filing - VICE THOMAS E @ NORTHROP GRUMMAN CORP /DE/ - 2015-07-17

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 VICE THOMAS E 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 & Pres Aerospace Sys (Last) (First) (Middle) 2980 FAIRVIEW PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/17/2015 (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 07/17/2015( 1 ) A 7,678 ( 2 ) A $ 0 65,328.5 D Common Stock 07/17/2015( 1 ) F 4,007 ( 3 ) D $ 168.99 61,321.5 D

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 Restricted Stock Rights ( 4 ) 07/17/2015( 1 ) M 7,678 ( 4 ) ( 4 ) Common Stock 7,678 $ 0 31,231 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VICE THOMAS E 2980 FAIRVIEW PARK DRIVE FALLS CHURCH, VA22042 Corp VP & Pres Aerospace Sys Signatures /s/ Jennifer C. McGarey, Attorney-in-Fact 07/21/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In light of the Restricted Stock Right ("RSR") vesting date, Sunday, July 19, 2015, occurring on a weekend, and in accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), RSR award shares were valued based on the Company's closing stock price on Friday, July 17, 2015, the immediately preceding business day. The shares were distributed into the participant's account on this date. ( 2 )Shares issued upon vesting of RSRs granted under the LTISP on 7/19/12 that vested on 7/19/15. ( 3 )Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e). ( 4 )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. Grants awarded pursuant to Rule 16b-3(d). ( 5 )Total amount includes 6,512 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; 8,820 RSRs granted under the LTISP on 2/19/14 that will vest on 2/19/17; and 15,899 RSRs granted under the LTISP on 2/20/13 that will vest on 2/20/16.

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