Lucy C. Ryan - Nov 1, 2021 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: Corp VP, Communications
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol: NOC
Transactions as of: Nov 1, 2021
Transactions value $: -$32,646
Form type: 4
Date filed: 11/3/2021, 03:32 PM
Next filing: Feb 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOC	Common Stock	Options Exercise	$0	+303	+24.47%	$0.00	1.54K	Nov 1, 2021	Direct	F1, F2
transaction	NOC	Common Stock	Tax liability	-$32.6K	-92	-5.97%	$354.85	1.45K	Nov 1, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NOC	Restricted Stock Rights	Options Exercise	$0	-303	-14.25%	$0.00	1.82K	Nov 1, 2021	Common Stock	303		Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	In accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), because the third anniversary of the grant (October 30, 2021) fell on a weekend, the award shares vested on November 1, 2021, the next business day. The vested award shares were valued based on the Company's closing stock price on November 1, 2021. The shares will be distributed into the participant's account on November 2, 2021.
F2	Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 10/30/2018 that vested on 11/1/2021.
F3	Each RSR represents a contingent right to receive an equivalent number of shares in Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock.