Kathy J. Warden - 15 Feb 2022 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: Chairman, CEO and President, Director
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Issuer symbol: NOC
Transactions as of: 15 Feb 2022
Net transactions value: -$7,107,471
Form type: 4
Filing time: 17 Feb 2022, 15:44:49 UTC
Previous filing: 16 Feb 2022
Next filing: 10 May 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	+40,958	+33%	$0.000000	164,990	15 Feb 2022	Direct
transaction	NOC	Common Stock	Tax liability	$7,107,471	-18,472	-11%	$384.77	146,518	15 Feb 2022	Direct

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	+11,672	+45%	$0.000000	37,901	15 Feb 2022	Common Stock	11,672		Direct	F1
transaction	NOC	Restricted Performance Stock Rights	Award	$0	+32,947	+35%	$0.000000	126,061	15 Feb 2022	Common Stock	32,947		Direct	F2, F3
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-40,958	-32%	$0.000000	85,103	15 Feb 2022	Common Stock	40,958		Direct	F2

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

Explanation of Responses:

Id	Content
F1	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.
F2	Each Restricted Performance Stock 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).
F3	The RPSRs acquired include (i) 7,386 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 122% of the target award; and (ii) 25,561 unvested RPSRs granted under the LTISP on 2/15/22 with a measurement period ending on 12/31/24. A total of 40,958 shares were issued in settlement of the 2019 RPSRs with a measurement period that ended 12/31/21, and the target award amount of 33,572 RPSRs was previously reported in connection with the grant of the 2019 RPSRs.