Mark A. Caylor - Feb 15, 2022 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: CVP & Pres, Mission Systems
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol: NOC
Transactions as of: Feb 15, 2022
Transactions value $: -$2,049,285
Form type: 4
Date filed: 2/17/2022, 03:47 PM
Previous filing: Feb 16, 2022
Next filing: Mar 7, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOC	Common Stock	Options Exercise	$0	+11K	+69.8%	$0.00	26.8K	Feb 15, 2022	Direct
transaction	NOC	Common Stock	Tax liability	-$2.05M	-5.33K	-19.86%	$384.77	21.5K	Feb 15, 2022	Direct
holding	NOC	Common Stock						36.9	Feb 15, 2022	Held in Northrop Grumman Savings Plan	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	+7.37K	+33.09%	$0.00	29.6K	Feb 15, 2022	Common Stock	7.37K		Direct	F3, F4
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-11K	-37.2%	$0.00	18.6K	Feb 15, 2022	Common Stock	11K		Direct	F3

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

Explanation of Responses:

Id	Content
F1	Held in the Northrop Grumman Savings Plan (the Plan), a qualified defined contribution plan, as of February 15, 2022. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred.
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) 1,988 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) 5,381 unvested RPSRs granted under the LTISP on 2/15/22 with a measurement period ending on 12/31/24. A total of 11,026 shares were issued in settlement of the 2019 RPSRs with a measurement period that ended 12/31/21, and the target award amount of 9,038 RPSRs was previously reported in connection with the grant of the 2019 RPSRs.