Thomas H. Jones - 16 Feb 2023 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: 16 Feb 2023
Net transactions value: -$417,924
Form type: 4
Filing time: 21 Feb 2023, 15:34:06 UTC
Previous filing: 17 Feb 2023
Next filing: 23 Feb 2023
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	+1,324	+46%	$0.000000	4,174	16 Feb 2023	Direct
transaction	NOC	Common Stock	Tax liability	$213,130	-458	-11%	$465.35	3,716	16 Feb 2023	Direct
transaction	NOC	Common Stock	Sale	$204,794	-440	-12%	$465.44	3,276	17 Feb 2023	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	+2,152	+37%	$0.000000	7,893	16 Feb 2023	Common Stock	2,152		Direct	F2
transaction	NOC	Restricted Performance Stock Rights	Award	$0	+5,155	+38%	$0.000000	18,597	16 Feb 2023	Common Stock	5,155		Direct	F3, F4
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-1,324	-7.1%	$0.000000	17,273	16 Feb 2023	Common Stock	1,324		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 2/16/23 and will vest on 2/17/26.
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) 486.04 vested RPSRs with respect to the measurement period ended 12/31/22 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/12/20 that resulted in settlement at 158% of the target award; and (ii) 4,669 unvested RPSRs granted under the LTISP on 2/16/23 with a measurement period ending on 12/31/25. A total of 1,324.04 shares were issued in settlement of the 2020 RPSRs with a measurement period that ended 12/31/22, and the target award amount of 838 RPSRs was previously reported in connection with the grant of the 2020 RPSRs.