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

Role: CVP & Pres, Space Systems
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol: NOC
Transactions as of: Jun 14, 2021
Transactions value $: -$454,493
Form type: 4
Date filed: 6/16/2021, 04:25 PM
Next filing: Oct 4, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOC	Common Stock	Options Exercise	$0	+2.83K	+25.14%	$0.00	14.1K	Jun 14, 2021	Direct	F1, F2
transaction	NOC	Common Stock	Tax liability	-$454K	-1.22K	-8.66%	$372.23	12.9K	Jun 14, 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	-2.83K	-18.65%	$0.00	12.4K	Jun 14, 2021	Common Stock	2.83K		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.