Janis G Pamiljans Form 4 NORTHROP GRUMMAN / Janis G Pamiljans 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^*

Pamiljans Janis G

(Last)

(First)

(Middle)

2980 FAIRVIEW PARK DRIVE

(Street)

FALLS CHURCH

22042

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHROP GRUMMAN CORP /DE/ [ NOC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Corp VP & President AS Systems

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Performance Stock Rights	⁽¹⁾	04/01/2017		A		9,395		⁽¹⁾	⁽¹⁾	Common Stock	9,395	$0.0000	15,790⁽²⁾	D
Restricted Stock Rights	⁽³⁾	04/01/2017		A		3,789		⁽³⁾	⁽³⁾	Common Stock	3,789	$0.0000	7,903⁽⁴⁾	D

Explanation of Responses:

1. Each Restricted Performance Stock Right ("RPSR") 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. Grants awarded purusant to Rule 16b-3(d).

2. Total amount includes (i) 2,302 unvested RPSRs granted under the 2011 Long-Term Incentive Stock Plan ("LTISP") on 2/18/15 with a measurement period ending on 12/31/17; (ii) 2,307 unvested RPSRs granted under the LTISP on 2/17/16 with a measurement period ending on 12/31/17; (iii) 1,786 unvested RPSRs granted under the LTISP on 2/17/17 with a measurement period ending on 12/31/19, and (iv) 9,395 unvested RPSRs granted under the LTISP on 4/1/17 with a measurement period ending on 12/31/19. Grants awarded pursuant to Rule 16b-3(d).

3. Each Restricted Stock Right ("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.

4. Total amount includes (i) 987 unvested RSRs granted under the LTISP on 2/18/15 that will vest on 2/18/18; (ii) 989 unvested RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/18; (iii) 1,373 unvested RSRs granted under the LTISP on 2/17/16 that will vest on 2/17/18; (iv) 765 unvested RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20; and (v) 3,789 unvested RSRs granted under the LTISP on 4/1/17 that will vest on 4/1/18. Grants awarded pursuant to Rule 16b-3(d).

	/s/ Jennifer C. McGarey, Attorney-in-Fact	04/04/2017
	** 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.
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Janis G Pamiljans Form 4NORTHROP GRUMMAN / Janis G Pamiljans ownership change