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

Role: CVP & Pres Aeronautics Systems
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Issuer symbol: NOC
Transactions as of: 15 Feb 2022
Net transactions value: -$247,048
Form type: 4
Filing time: 17 Feb 2022, 15:43:48 UTC
Previous filing: 16 Feb 2022
Next filing: 22 Feb 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOC	Common Stock	Options Exercise	$0	+1,514	+46%	$0.000000	4,839	15 Feb 2022	Direct
transaction	NOC	Common Stock	Tax liability	$201,619	-524	-11%	$384.77	4,315	15 Feb 2022	Direct
transaction	NOC	Common Stock	Sale	$45,429	-118	-2.7%	$384.99	4,197	16 Feb 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	+2,457	+67%	$0.000000	6,100	15 Feb 2022	Common Stock	2,457		Direct	F2
transaction	NOC	Restricted Performance Stock Rights	Award	$0	+5,937	+66%	$0.000000	14,956	15 Feb 2022	Common Stock	5,937		Direct	F3, F4
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-1,514	-10%	$0.000000	13,442	15 Feb 2022	Common Stock	1,514		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.