Kathy J. Warden - Sep 20, 2021 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: Chairman, CEO and President, Director
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol: NOC
Transactions as of: Sep 20, 2021
Transactions value $: -$777,846
Form type: 4
Date filed: 9/22/2021, 02:18 PM
Previous filing: Aug 10, 2021
Next filing: Feb 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOC	Common Stock	Options Exercise	$0	+4.94K	+4.37%	$0.00	118K	Sep 20, 2021	Direct	F1, F2
transaction	NOC	Common Stock	Tax liability	-$778K	-2.23K	-1.89%	$348.81	116K	Sep 20, 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	Options Exercise	$0	-4.94K	-10.89%	$0.00	40.5K	Sep 20, 2021	Common Stock	4.94K		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 (September 19, 2021) fell on a weekend, the award shares vested on September 20, 2021, the next business day. The vested award shares were valued based on the Company's closing stock price on September 20, 2021. The shares will be distributed into the participant's account on September 21, 2021.
F2	Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 9/19/2018 that vested on 9/20/2021.
F3	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.