Sec Form 4 Filing - SMITH DAVID BYRON JR @ NORTHERN TRUST CORP - 2022-07-29

Insider filing report for Changes in Beneficial Ownership
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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
SMITH DAVID BYRON JR
2. Issuer Name and Ticker or Trading Symbol
NORTHERN TRUST CORP [ NTRS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
50 SOUTH LA SALLE ST
3. Date of Earliest Transaction (MM/DD/YY)
07/29/2022
(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 07/29/2022 G 2,040 A $ 0 31,924( 1 ) I By Trust
Common Stock 1,343( 2 ) D
Common Stock 15,431 I Revocable Trust
Common Stock 1,704 I By Trust( 3 )
Common Stock 2,125 I By Trust fbo Child 1( 4 )
Common Stock 2,125 I By Trust fbo Child 2( 4 )
Common Stock 2,125 I By Trust fbo Child 3( 4 )
Common Stock 1,246,640( 1 ) I By Trust( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMITH DAVID BYRON JR
50 SOUTH LA SALLE ST
CHICAGO, IL60603
X
Signatures
Bradley R. Gabriel, Attorney-in-Fact for David H. B. Smith, Jr. 08/01/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 29, 2022, a trust in which the reporting person has a partial direct pecuniary interest distributed 16,320 shares of the Corporation's common stock to such trust's beneficiaries, of which 2,040 shares were distributed to the reporting person.
( 2 )Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
( 3 )Shares are held in a trust established for the benefit of the reporting person and his children, of which the reporting person is a co-trustee and shares investment control.
( 4 )Shares are held in a trust established for the benefit of one of the reporting person's children, of which the reporting person is a co-trustee and shares investment control.
( 5 )These shares are held in a trust of which reporting person has a partial direct pecuniary interest.

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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