Thomas H. Jones - Feb 15, 2022 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: CVP & Pres Aeronautics Systems
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol: NOC
Transactions as of: Feb 15, 2022
Transactions value $: -$247,048
Form type: 4
Date filed: 2/17/2022, 03:43 PM
Previous filing: Feb 16, 2022
Next filing: Feb 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOC	Common Stock	Options Exercise	$0	+1.51K	+45.54%	$0.00	4.84K	Feb 15, 2022	Direct
transaction	NOC	Common Stock	Tax liability	-$202K	-524	-10.83%	$384.77	4.31K	Feb 15, 2022	Direct
transaction	NOC	Common Stock	Sale	-$45.4K	-118	-2.73%	$384.99	4.2K	Feb 16, 2022	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	Award	$0	+2.46K	+67.44%	$0.00	6.1K	Feb 15, 2022	Common Stock	2.46K		Direct	F2
transaction	NOC	Restricted Performance Stock Rights	Award	$0	+5.94K	+65.83%	$0.00	15K	Feb 15, 2022	Common Stock	5.94K		Direct	F3, F4
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-1.51K	-10.12%	$0.00	13.4K	Feb 15, 2022	Common Stock	1.51K		Direct	F3

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

Explanation of Responses:

Id	Content
F1	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
F2	Each Restricted Stock Right ("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. The RSRs were granted under the Long-Term Incentive Stock Plan ("LTISP") on 2/15/22 and will vest on 2/18/25.
F3	Each Restricted Stock Performance Right ("RPSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).
F4	The RPSRs acquired include (i) 556 vested RPSRs with respect to the measurement period ended 12/31/21 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/13/19 that resulted in settlement at 158% of the target award; and (ii) 5,381 unvested RPSRs granted under the LTISP on 2/15/22 with a measurement period ending on 12/31/24. A total of 1,514 shares were issued in settlement of the 2019 RPSRs with a measurement period that ended 12/31/21, and the target award amount of 958 RPSRs was previously reported in connection with the grant of the 2019 RPSRs.