Robert J. Fleming - 09 Oct 2023 Form 3 Insider Report for NORTHROP GRUMMAN CORP /DE/ (NOC)

Role: CVP and Pres. Space Systems
Signature: /s/ Jennifer C. McGarey, Attorney-in-Fact
Issuer symbol: NOC
Transactions as of: 09 Oct 2023
Net transactions value: $0
Form type: 3
Filing time: 16 Oct 2023, 16:19:51 UTC
Next filing: 16 Feb 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NOC	Common Stock						3,978	09 Oct 2023	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
holding	NOC	Restricted Stock Rights							09 Oct 2023	Common Stock	823		Direct	F1, F2
holding	NOC	Restricted Performance Stock Rights							09 Oct 2023	Common Stock	1,844		Direct	F3, F4

* 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 and Human Capital Committee, cash or a combination of cash and Issuer common stock.
F2	Total amount includes (i) 294 unvested RSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/16/21 that will vest on 2/16/24; (ii) 265 RSRs granted under the LTISP on 2/15/22 that will vest on 2/18/25; and (iii) 264 RSRs granted under the LTISP on 2/16/23 that will vest on 2/17/26. Grants awarded pursuant to Rule 16b-3(d).
F3	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).
F4	Total amount includes (i) 647 unvested RPSRs granted under the LTISP on 2/16/21 with a measurement period ending on 12/31/23; (ii) 580 unvested RPSRs granted under the LTISP on 2/15/22 with a measurement period ending on 12/31/24; and (iii) 617 unvested RPSRs granted under the LTISP on 2/16/23 with a measurement period ending on 12/31/25. Grants awarded pursuant to Rule 16b-3(d).