Sec Form 4 Filing - Antkowiak Patrick M. @ NORTHROP GRUMMAN CORP /DE/ - 2018-02-13

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 Antkowiak Patrick M. 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 & CTO (Last) (First) (Middle) 2980 FAIRVIEW PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2018 (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 02/13/2018 M 5,919 ( 1 ) A $ 0 12,098.72 D Common Stock 02/13/2018 F 2,575 ( 2 ) D $ 0 9,523.72 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 Performance Stock Rights ( 3 ) 02/13/2018 A 3,962 ( 4 ) ( 3 ) ( 3 ) Common Stock 3,962 $ 0 14,589 ( 5 ) D Restricted Performance Stock Rights ( 3 ) 02/13/2018 M 5,919 ( 1 ) ( 3 ) ( 3 ) Common Stock 5,919 $ 0 8,670 ( 6 ) D Restricted Stock Rights ( 7 ) 02/13/2018 A 903 ( 7 ) ( 7 ) Common Stock 903 $ 0 5,689 ( 8 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Antkowiak Patrick M. 2980 FAIRVIEW PARK DRIVE FALLS CHURCH, VA22042 Corp VP & CTO Signatures /s/ Jennifer C. McGarey, Attorney-in-Fact 02/15/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares expected to be issued in settlement of Restricted Performance Stock Rights ("RPSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/18/15 with a valuation of performance measurement period ("measurement period") that ended 12/31/17. RPSRs to be settled at 150% of target. The shares are anticipated to be distributed into the participant's account on February 22, 2018. ( 2 )Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e). ( 3 )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). ( 4 )The RPSRs acquired include (i) 1,973 vested RPSRs with respect to the measurement period ended 12/31/17 acquired due to settlement of the 2015 RPSRs held at 150% of the target award and (ii) 1,989 unvested RPSRs granted under the LTISP on 2/13/18 with a measurement period ending on 12/31/20. ( 5 )Total amount includes 5,919 vested RPSRs granted under the LTISP on 2/18/15 with a measurement period ended on 12/31/17; 1,989 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 3,050 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; and 3,631 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18. ( 6 )Total amount includes 1,989 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; 3,050 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19; and 3,631 RPSRs granted on 2/17/16 with a measurement period ending on 12/31/18. ( 7 )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. ( 8 )Total amount includes 903 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 1,276 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; 1,648 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19; and 1,861 RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18.

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