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Sec Form 4 Filing - Jones Christopher T @ NORTHROP GRUMMAN CORP - 2019-02-13

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Jones Christopher T
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 Tech Svcs
(Last)
(First)
(Middle)
2980 FAIRVIEW PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2019
(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 02/13/2019 M 12,529.25 ( 1 ) A $ 0 82,570.899 D
Common Stock 02/13/2019 F 5,128 ( 2 ) D $ 0 77,442.899 D
Common Stock 1,695.1295 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
Restricted Performance Stock Rights ( 4 ) 02/13/2019 A 9,382.25 ( 5 ) ( 4 ) ( 4 ) Common Stock 9,382.25 $ 0 35,394.25 ( 6 ) D
Restricted Performance Stock Rights ( 4 ) 02/13/2019 M 12,529.25 ( 1 ) ( 4 ) ( 4 ) Common Stock 12,529.25 $ 0 22,865 ( 7 ) D
Restricted Stock Rights ( 8 ) 02/13/2019 A 3,283 ( 8 ) ( 8 ) Common Stock 3,283 $ 0 14,763 ( 9 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jones Christopher T
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH, VA22042
Corp VP & Pres Tech Svcs
Signatures
/s/ Jennifer C. McGarey, Attorney-in-Fact 02/15/2019
** 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 2/17/16 with a valuation of performance measurement period ("measurement period") that ended 12/31/18. RPSRs to be settled at 115% of target. The shares are anticipated to be distributed into the participant's account on February 14, 2019.
( 2 )Shares surrendered to issuer in payment of tax liability in connection with settlement of RPSRs in accordance with Rule 16b-3(e)
( 3 )Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 12, 2019. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred.
( 4 )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 applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).
( 5 )The RPSRs acquired include (i) 1,634.25 vested RPSRs with respect to the measurement period ended 12/31/18 acquired due to settlement of the 2016 RPSRs held at 115% of the target award and (ii) 7,748 unvested RPSRs granted under the LTISP on 2/13/19 with a measurement period ending on 12/31/21.
( 6 )Total amount includes 12,529.25 vested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/18; 7,748 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 5,966 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 9,151 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19.
( 7 )Total amount includes 7,748 RPSRs granted on 2/13/19 with a measurement period ending on 12/31/21; 5,966 RPSRs granted on 2/13/18 with a measurement period ending on 12/31/20; and 9,151 RPSRs granted on 2/17/17 with a measurement period ending on 12/31/19.
( 8 )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 2/13/19 and will vest on 2/13/22.
( 9 )Total amount includes 3,283 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 2,710 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; 3,827 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; and 4,943 RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/19.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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