Waddell Frederick H Form 4 NORTHERN TRUST / FREDERICK H WADDELL ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WADDELL FREDERICK H

(Last) (First) (Middle)

50 SOUTH LASALLE STREET

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHERN TRUST CORP [ NTRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2017		F		6,244	D	$85.655	198,898(1)(2)	D
Common Stock	02/11/2017		F		7,210	D	$86.305	183,122(3)(4)	D
Common Stock								80,227(1)(3)(5)(6)	I	By Trust
Common Stock								17,241	I	2014 GRAT
Common Stock								39,690	I	2015 GRAT
Common Stock								28,124(5)	I	2016-1 GRAT
Common Stock								29,087	I	2016-2 GRAT
Common Stock								35,160(6)	I	2017 GRAT
Common Stock								8,710	I	By Spouse
Common Stock								34,319.16	I	401(k) as of 12-31-16

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On February 10, 2017, 13,661 already reported stock units, granted on February 10, 2014, vested. Of this amount, 6,244 were withheld in payment of Federal, State and Medicare taxes and the remaining 7,417 were distributed to the reporting person as shares of common stock and transferred to the reporting person's existing trust account.

2. Includes 198,778 shares representing stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

3. On February 11, 2017, 15,776 already reported stock units, granted on February 11, 2013, vested. Of this amount, 7,210 were withheld in payment of Federal, State and Medicare taxes and the remaining 8,566 were distributed to the reporting person as shares of common stock and transferred to the reporting person's existing trust account.

4. Includes 183,002 shares representing stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

5. Reflects the February 13, 2017 distribution of 6,064 shares from the reporting person's grantor retained annuity trust to the reporting person's existing trust as an annuity payment in accordance with the terms of the GRAT instrument.

6. Reflects the February 13, 2017 transfer of 35,160 shares of the Corporation's common stock from the reporting person's existing trust into a newly created grantor retained annuity trust.

Remarks:

	Bradley R. Gabriel, Attorney-in-Fact for Frederick H. Waddell	02/14/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.