Blake E. Larson - 14 Jun 2021 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: CVP & Pres, Space Systems
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Issuer symbol: NOC
Transactions as of: 14 Jun 2021
Net transactions value: -$454,493
Form type: 4
Filing time: 16 Jun 2021, 16:25:34 UTC
Next filing: 04 Oct 2021
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	+2,831	+25%	$0.000000	14,094	14 Jun 2021	Direct	F1, F2
transaction	NOC	Common Stock	Tax liability	$454,493	-1,221	-8.7%	$372.23	12,873	14 Jun 2021	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	-2,831	-19%	$0.000000	12,350	14 Jun 2021	Common Stock	2,831		Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	In accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), because the third anniversary of the grant (June 13, 2021) fell on a weekend, the award shares vested on June 14, 2021, the next business day. The vested award shares were valued based on the Company's closing stock price on June 14, 2021. The shares will be distributed into the participant's account on June 15, 2021.
F2	Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 6/13/2018 that vested on 6/14/2021.
F3	Each 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.