Sec Form 4 Filing - Karpinski Jane @ NORTHERN TRUST CORP - 2015-04-30

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 Karpinski Jane 2. Issuer Name and Ticker or Trading Symbol NORTHERN TRUST CORP [ NTRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP & Controller (Last) (First) (Middle) 50 SOUTH LASALLE STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2015 (Street) CHICAGO, IL60603 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 04/30/2015 M 2,368 A $ 63.36 12,235 ( 1 ) D Common Stock 04/30/2015 M 2,106 A $ 71.23 14,341 ( 1 ) D Common Stock 04/30/2015 M 2,275 A $ 55.39 16,616 ( 1 ) D Common Stock 04/30/2015 M 3,678 A $ 50.99 20,294 ( 1 ) D Common Stock 04/30/2015 M 3,562 A $ 52.64 23,856 ( 1 ) D Common Stock 04/30/2015 M 61 A $ 43.65 23,917 ( 1 ) D Common Stock 04/30/2015 M 673 A $ 43.65 24,590 ( 1 ) D Common Stock 04/30/2015 S 14,723 D $ 73.1 9,867 ( 1 ) D Common Stock 111 I Employee Share Ownership Plan as of 3/31/2015

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 Employee Stock Option (UKU, right-to-buy) $ 63.36 04/30/2015 M 2,368 ( 2 ) 02/20/2017 Common Stock 2,368 $ 0 0 D Employee Stock Option (UKU, right-to-buy) $ 71.23 04/30/2015 M 2,106 ( 3 ) 02/19/2018 Common Stock 2,106 $ 0 0 D Employee Stock Option (UKU, right-to-buy) $ 55.39 04/30/2015 M 2,275 ( 4 ) 02/16/2019 Common Stock 2,275 $ 0 0 D Employee Stock Option (UKU, right-to-buy) $ 50.99 04/30/2015 M 3,678 ( 5 ) 02/15/2020 Common Stock 3,678 $ 0 0 D Employee Stock Option (UKU, right-to-buy) $ 52.64 04/30/2015 M 3,562 ( 6 ) 02/14/2021 Common Stock 3,562 $ 0 0 D Employee Stock Option (UKA, right-to-buy) $ 43.65 04/30/2015 M 61 ( 7 ) 02/13/2022 Common Stock 61 $ 0 20 D Employee Stock Option (UKU, right-to-buy) $ 43.65 04/30/2015 M 673 ( 7 ) 02/13/2022 Common Stock 673 $ 0 224 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Karpinski Jane 50 SOUTH LASALLE STREET CHICAGO, IL60603 Senior VP & Controller Signatures Bradley R. Gabriel, Attorney-in-Fact for Jane Karpinski 05/04/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 6,483 shares representing stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock. Share total also reflects the correction of an understatement of 560 shares in the reporting person's filings made on February 18 and 19, 2015. ( 2 )This option became exercisable in equal four annual installments beginning 2/20/2008. ( 3 )This option became exercisable in four equal annual installments beginning 2/19/2009. ( 4 )This option became exercisable in four equal annual installments beginning 2/16/2010. ( 5 )This option became exercisable in four equal annual installments beginning 2/15/2011. ( 6 )This option becomes exercisable in four equal annual installments beginning 2/14/2012. ( 7 )This option becomes exercisable in four equal annual installments beginning 2/13/2013.

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).

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