Sheila C. Cheston - Feb 15, 2022 Form 4 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: Corp. VP & General Counsel
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Stock symbol: NOC
Transactions as of: Feb 15, 2022
Transactions value $: -$1,522,535
Form type: 4
Date filed: 2/17/2022, 03:41 PM
Previous filing: Feb 16, 2022
Next filing: Feb 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NOC	Common Stock	Options Exercise	$0	+8.19K	+26.8%	$0.00	38.8K	Feb 15, 2022	Direct
transaction	NOC	Common Stock	Tax liability	-$1.52M	-3.96K	-10.21%	$384.77	34.8K	Feb 15, 2022	Direct

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	+2.13K	+42.16%	$0.00	7.18K	Feb 15, 2022	Common Stock	2.13K		Direct	F1
transaction	NOC	Restricted Performance Stock Rights	Award	$0	+6.14K	+33.77%	$0.00	24.3K	Feb 15, 2022	Common Stock	6.14K		Direct	F2, F3
transaction	NOC	Restricted Performance Stock Rights	Options Exercise	$0	-8.19K	-33.68%	$0.00	16.1K	Feb 15, 2022	Common Stock	8.19K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	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 2/15/22 and will vest on 2/18/25.
F2	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).
F3	The RPSRs acquired include (i) 1,477 vested RPSRs with respect to the measurement period ended 12/31/21 acquired due to settlement of the RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/13/19 that resulted in settlement at 122% of the target award; and (ii) 4,663 unvested RPSRs granted under the LTISP on 2/15/22 with a measurement period ending on 12/31/24. A total of 8,191 shares were issued in settlement of the 2019 RPSRs with a measurement period that ended 12/31/21, and the target award amount of 6,714 RPSRs was previously reported in connection with the grant of the 2019 RPSRs.