SEC FORM 4

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^*

OSBORN WILLIAM A

(Last)

(First)

(Middle)

50 SOUTH LASALLE STREET

(Street)

CHICAGO

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
	Officer (give title below)	X	Other (specify below)
			Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2009

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)
Common Stock	01/23/2009		M		50,000	A	$43.1563	643,746	I	By Trust
Common Stock	01/23/2009		S		44,217	D	$55.5045⁽¹⁾	599,529	I	By Trust
Common Stock	01/23/2009		S		190	D	$56.2119⁽²⁾	599,339	I	By Trust
Common Stock	01/26/2009		M		1,913	A	$52.3	601,252	I	By Trust
Common Stock	01/26/2009		M		3,066	A	$32.615	604,318	I	By Trust
Common Stock	01/26/2009		G	V	4,189	D	$0	600,129	I	By Trust
Common Stock⁽³⁾								177,360.46	D
Common Stock								37,055	I	By Spouse
Common Stock								400	I	Trustee for Mother's Trust
Common Stock								78,542⁽⁴⁾	I	By 401(k)

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)
Employee Stock Option (right-to-buy)	$45.1563	01/23/2009		M			50,000	⁽⁵⁾	05/13/2009	Common Stock	50,000	$0	50,000	D
Employee Stock Option (right-to-buy)	$52.3	01/26/2009		M			1,913	⁽⁶⁾	05/20/2012	Common Stock	1,913	$0	133,087	D
Employee Stock Option (right-to-buy)	$32.615	01/26/2009		M			3,066	⁽⁷⁾	02/18/2013	Common Stock	3,066	$0	146,934	D

Explanation of Responses:

1. The price listed in Column 4 is the weighted average price. The prices actually received ranged from $55.14 to $55.94. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within this range.

2. The price listed in Column 4 is the weighted average price. The prices actually received ranged from $56.1710 to $56.43. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within this range.

3. Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

4. as of 12-31-08.

5. 5/13/2001 as to 133,340 shares; and 5/13/2002 as to 66,660 shares.

6. 5/20/2003 as to 45,000 shares; 5/20/2004 as to 45,000 shares; and 5/20/2005 as to 45,000 shares.

7. 2/18/2004 as to 50,000 shares; 2/18/2005 as to 50,000 shares; and 2/18/2006 as to 50,000 shares.

Remarks:

	Paul A. Bernacki, Attorney-in-Fact for William A. Osborn	01/27/2009
	** 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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