Mark A. Caylor - 06 Dec 2021 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: CVP & Pres, Mission Systems
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Issuer symbol: NOC
Transactions as of: 06 Dec 2021
Net transactions value: -$291,168
Form type: 4
Filing time: 08 Dec 2021, 16:12:08 UTC
Previous filing: 09 Aug 2021
Next filing: 09 Dec 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	+1,655	+13%	$0.000000	14,646	06 Dec 2021	Direct	F1, F2
transaction	NOC	Common Stock	Tax liability	$291,168	-800	-5.5%	$363.96	13,846	06 Dec 2021	Direct	F1
holding	NOC	Common Stock						37	06 Dec 2021	Held in Northrop Grumman Savings Plan	F3

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	Options Exercise	$0	-1,655	-15%	$0.000000	9,659	06 Dec 2021	Common Stock	1,655		Direct	F2, F4

* 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 (December 4, 2021) fell on a weekend, the award shares vested on December 6, 2021, the next business day. The vested award shares were valued based on the Company's closing stock price on December 6, 2021. The shares were distributed into the participant's account on December 7, 2021.
F2	Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 12/4/2018 that vested on 12/6/2021.
F3	Held in the Northrop Grumman Savings Plan (the Plan), a qualified defined contribution plan, as of December 6, 2021. 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.
F4	Each RSR represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock.