Biff Bowman Form 4 NORTHERN TRUST / Biff Bowman 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

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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^*

Bowman Biff

(Last) (First) (Middle)

50 S. 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2016

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	11/16/2016		M		14,444	A	$55.39	77,801(1)	D
Common Stock	11/16/2016		M		11,455	A	$43.65	89,256(1)	D
Common Stock	11/16/2016		S		4,694	D	$80.86(2)	84,562(1)	D
Common Stock	11/16/2016		S		21,205	D	$81.35(3)	63,357(1)	D
Common Stock								552.95	I	401(k) as of 9-30-16

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
Employee Stock Option (right-to-buy)	$55.39	11/16/2016		M			14,444	(4)	02/16/2019	Common Stock	14,444	$0	0	D
Employee Stock Option (right-to-buy)	$43.65	11/16/2016		M			11,455	(5)	02/13/2022	Common Stock	11,455	$0	0	D

Explanation of Responses:

1. Includes 27,117 shares representing stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

2. Price reflects the weighted average sales price from $80.64 to $80.99. Information regarding the number of shares sold at each separate price will be provided by the reporting person upon request.

3. Price reflects the weighted average sales price from $81.00 to $81.87. Information regarding the number of shares sold at each separate price will be provided by the reporting person upon request.

4. This option became exercisable in four equal annual installments beginning 2/16/2010.

5. This option becomes exercisable in four equal annual installments beginning 2/13/2013.

Remarks:

	Bradley R. Gabriel, Attorney-in-Fact for Biff Bowman	11/16/2016
	** 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).
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