Sec Form 4 Filing - WADDELL FREDERICK H @ NORTHERN TRUST CORP - 2014-09-17

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
WADDELL FREDERICK H
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
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
50 S. LASALLE STREET
3. Date of Earliest Transaction (MM/DD/YY)
09/17/2014
(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 09/17/2014 M( 1 ) 26,761 A $ 52.095 98,040 I By Trust
Common Stock 09/17/2014 S( 1 ) 23,147 D $ 70.0262 ( 2 ) 74,893 I By Trust
Common Stock ( 3 ) 211,629 D
Common Stock 96,111 I GRATs
Common Stock 120 D
Common Stock 8,710 I By Spouse
Common Stock 32,814.05 I 401(k) as of 6/30/2014
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 (right-to-buy) $ 52.095 09/17/2014 M( 1 ) 26,761 ( 4 ) 02/21/2016 Common Stock 26,761 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WADDELL FREDERICK H
50 S. LASALLE STREET
CHICAGO, IL60603
X Chairman and CEO
Signatures
Nicholas Tipsord, Attorney-in-Fact for Frederick H. Waddell 09/19/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction was effected pursuant to a trading plan in accordance with SEC Rule 10b5-1.
( 2 )Price reflects the weighted average sales price from $70.00 to $70.06. Information regarding the number of shares sold at each separate price will be provided by the issuer upon request.
( 3 )Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
( 4 )These options became exercisable in four equal annual installments beginning on 2/21/2007.

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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