Sec Form 4/A Filing - Larson Blake E @ NORTHROP GRUMMAN CORP /DE/ - 2021-02-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
Larson Blake 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)
CVP & Pres, Space Systems
(Last) (First) (Middle)
2980 FAIRVIEW PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2021
(Street)
FALLS CHURCH, VA22042
4. If Amendment, Date Original Filed (MM/DD/YY)
02/18/2021
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
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 ( 1 ) 02/16/2021 A 7,555.1 ( 2 ) ( 1 ) ( 1 ) Common Stock 7,555.1 $ 0 27,954.1 D
Reporting Owners
Reporting Owner Name / Address Relationships
Direc tor 10% Owner Officer Other
Larson Blake E
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH, VA22042
CVP & Pres, Space Systems
Signatures
/s/ Jennifer C. McGarey, Attorney-in-Fact 02/26/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Restricted Performance Stock Right ("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 valuation of performance measurement period ("measurement period").
( 2 )The RSPRs acquired include (i) 332.1 vested RPSRs with respect to the measurement period ended 12/31/20 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 6/13/18 that resulted in settlement at 105% of the target award; and (ii) 7,223 unvested RPSRs granted under the LTISP on 2/16/21 with a measurement period ending on 12/31/23. A total of 6,974.1 shares were issued in settlement of the 2018 RPSRs with a measurement period that ended 12/31/20, and the target award amount of 6,642 RPSRs was previously reported in connection with the grant of the 2018 RPSRs.

Remarks:
Due to technical issues, a footnote was omitted from the reporting person's Form 4 filed on February 18, 2021. The row reported in Table II of this amended Form 4 is provided for purposes of adding the omitted footnote. This amended Form 4 does not reflect the grant of any additional RPSRs. None of the information previously reported in the tables on February 18, 2021 has changed.

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).
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