Roshan S. Roeder - 16 Feb 2023 Form 4 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: 16 Feb 2023
Net transactions value: -$119,130
Form type: 4
Filing time: 21 Feb 2023, 15:52:31 UTC
Previous filing: 15 Feb 2023
Next filing: 11 Oct 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	+757	+53%	$0.000000	2,176	16 Feb 2023	Direct
transaction	NOC	Common Stock	Tax liability	$119,130	-256	-12%	$465.35	1,920	16 Feb 2023	Direct
holding	NOC	Common Stock						96	16 Feb 2023	Held in Northrop Grumman Savings Plan	F1
holding	NOC	Common Stock						2	16 Feb 2023	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
transaction	NOC	Restricted Stock Rights	Award	$0	+2,017	+322%	$0.000000	2,644	16 Feb 2023	Common Stock	2,017		Direct	F3
transaction	NOC	Restricted Performance Stock Rights	Award	$0	+4,654	+251%	$0.000000	6,511	16 Feb 2023	Common Stock	4,654		Direct	F4, F5
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-757	-12%	$0.000000	5,754	16 Feb 2023	Common Stock	757		Direct	F4

* 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 2/16/23. 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 2/16/23.
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. The RSRs were granted under the Long-Term Incentive Stock Plan ("LTISP") on 2/16/23 and will vest on 2/17/26.
F4	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).
F5	The RPSRs acquired include (i) 277.82 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) 4,376 unvested RPSRs granted under the LTISP on 2/16/23 with a measurement period ending on 12/31/25. A total of 756.82 shares were issued in settlement of the 2020 RPSRs with a measurement period that ended 12/31/22, and the target award amount of 479 RPSRs was previously reported in connection with the grant of the 2020 RPSRs.