Sec Form 4 Filing - POWELL CHARLES D @ NORTHERN TRUST CORP - 2019-04-23

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 POWELL CHARLES D 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 _____ Officer (give title below) X __ Other (specify below) Advisory Director (Last) (First) (Middle) 50 S LASALLE ST 3. Date of Earliest Transaction (MM/DD/YY) 04/23/2019 (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 04/23/2019 M 1,033 A 1,033 ( 2 ) D Common Stock 04/23/2019 D 1,033 D $ 94.3 0 ( 2 ) 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 Stock Units ( 1 ) 04/23/2019 M 1,033 ( 2 ) ( 2 ) Common Stock 1,033 ( 1 ) 0 D Stock Units ( 3 ) 04/23/2019 A 1,146 ( 3 ) ( 3 ) Common Stock 1,146 $ 0 1,146 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other POWELL CHARLES D 50 S LASALLE ST CHICAGO, IL60603 Advisory Director Signatures Bradley R. Gabriel, Attorney-in-Fact for Charles D. Powell 04/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each unit is the economic equivalent of one share of the Corporation's common stock and is settled in cash upon vesting. ( 2 )1,033 stock units vested on April 23, 2019 and were paid in cash to the Advisory Director. This form reports such settlement in cash as the deemed conversion of units and immediate disposition of underlying common stock in accordance with SEC guidance. ( 3 )The stock units will be paid in cash to the Advisory Director upon the date of the Corporation's 2020 Annual Meeting of Stockholders.

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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