Sec Form 4 Filing - Pamiljans Janis G @ NORTHROP GRUMMAN CORP /DE/ - 2018-04-01

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 Pamiljans Janis G 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 & President AS Systems (Last) (First) (Middle) 2980 FAIRVIEW PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2018 (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 04/01/2018( 1 ) M 3,789 ( 2 ) A $ 0 10,466.15 D Common Stock 04/01/2018( 1 ) F 1,879 ( 3 ) D $ 345.52 8,587.15 D Common Stock 04/04/2018 S 955 ( 4 ) D $ 338.85 7,632.15 D Common Stock 6,223.3803 I Held in Northrop Grumman Savings & Investment Plan ( 5 )

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 ( 6 ) 04/01/2018( 1 ) M 3,789 ( 7 ) ( 6 ) ( 7 ) Common Stock 3,789 $ 0 3,926 ( 8 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pamiljans Janis G 2980 FAIRVIEW PARK DRIVE FALLS CHURCH, VA22042 Corp VP & President AS Systems Signatures /s/ Jennifer C. McGarey, Attorney-in-Fact 04/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In light of the vesting date, Sunday, April 1, 2018, and in accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), award shares were valued based on the Company's closing stock price on April 2, 2018, the following business day. The shares were distributed into the participant's account on April 3, 2018. ( 2 )Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 4/1/17 that vested on 4/1/18. ( 3 )Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e). ( 4 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. ( 5 )Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of March 31, 2018. 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. ( 6 )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. ( 7 )Shares issued upon vesting of RSRs granted under the LTISP on 4/1/17 that vested on 4/1/18. ( 8 )Total amount includes 3,161 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and 765 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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