Roshan S. Roeder - 17 Oct 2022 Form 3 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: CVP & Pres. Defense Systems
Signature: /s/ Jennifer C. McGarey Attorney-in-Fact
Issuer symbol: NOC
Transactions as of: 17 Oct 2022
Net transactions value: $0
Form type: 3
Filing time: 19 Oct 2022, 11:03:00 UTC
Next filing: 15 Feb 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NOC	Common Stock						1,288	17 Oct 2022	Direct
holding	NOC	Common Stock						95	17 Oct 2022	Held in Northrop Grumman Savings Plan	F1
holding	NOC	Common Stock						1	17 Oct 2022	By Spouse	F2

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
holding	NOC	Restricted Stock Rights							17 Oct 2022	Common Stock	832		Direct	F3, F4
holding	NOC	Restricted Performance Stock Rights							17 Oct 2022	Common Stock	1,857		Direct	F5, F6

* 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 contributions plan, as of 10/17/22. 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	Held by reporting person's spouse in the Plan, as of 10/17/22.
F3	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.
F4	Total amount includes (i) 205 unvested RSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/12/20 that will vest on 2/13/23; 335 RSRs granted under the LTISP on 2/16/21 that will vest on 2/16/24; and 292 RSRs granted under the LTISP on 2/15/22 that will vest on 2/18/25. Grants awarded pursuant to Rule 16b-3(d).
F5	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).
F6	Total amount includes (i) 479 unvested RPSRs granted under the LTISP on 2/12/20 with a measurement period ending on 12/31/22; (ii) 738 unvested RPSRs granted under the LTISP on 2/16/21 with a measurement period ending on 12/31/23; and (iii) 640 unvested RPSRs granted under the LTISP on 2/15/22 with a measurement period ending on 12/31/24. Grants awarded pursuant to Rule 16b-3(d).