Mary D. Petryszyn - Feb 15, 2022 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: CVP, Pres, Defense Systems
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol: NOC
Transactions as of: Feb 15, 2022
Transactions value $: -$272,839
Form type: 4
Date filed: 2/17/2022, 03:45 PM
Previous filing: Feb 16, 2022
Next filing: Mar 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOC	Common Stock	Options Exercise	$0	+1.8K	+26.31%	$0.00	8.62K	Feb 15, 2022	Direct
transaction	NOC	Common Stock	Tax liability	-$208K	-541	-6.28%	$384.77	8.08K	Feb 15, 2022	Direct
transaction	NOC	Common Stock	Sale	-$64.7K	-168	-2.08%	$384.99	7.91K	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	+42.15%	$0.00	8.29K	Feb 15, 2022	Common Stock	2.46K		Direct	F2
transaction	NOC	Restricted Performance Stock Rights	Award	$0	+6.04K	+42.04%	$0.00	20.4K	Feb 15, 2022	Common Stock	6.04K		Direct	F3, F4
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-1.8K	-8.8%	$0.00	18.6K	Feb 15, 2022	Common Stock	1.8K		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 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).
F4	The RPSRs acquired include (i) 659 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 1,795 shares were issued in settlement of the 2019 RPSRs with a measurement period that ended 12/31/21, and the target award amount of 1,136 RPSRs was previously reported in connection with the grant of the 2019 RPSRs.