SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bowman Biff

(Last)

(First)

(Middle)

50 S. LASALLE STREET

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2012

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Head of Human Resources

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	24,541	D
Common Stock	9,832	D
Common Stock	543⁽²⁾	I	401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right-to-buy)	⁽³⁾	05/20/2012	Common Stock	1,668	$52.3	D
Employee Stock Option (right-to-buy)	⁽³⁾	05/20/2012	Common Stock	3,332	$52.3	D
Employee Stock Option (right-to-buy)	⁽⁴⁾	02/17/2014	Common Stock	7,000	$49.12	D
Employee Stock Option (right-to-buy)	⁽⁵⁾	02/15/2015	Common Stock	6,000	$44.465	D
Employee Stock Option (right-to-buy)	⁽⁶⁾	02/21/2016	Common Stock	6,045	$52.095	D
Employee Stock Option (right-to-buy)	⁽⁷⁾	02/20/2017	Common Stock	5,919	$63.36	D
Employee Stock Option (right-to-buy)	⁽⁸⁾	02/19/2018	Common Stock	7,371	$71.23	D
Employee Stock Option (right-to-buy)	⁽⁹⁾	02/16/2019	Common Stock	14,444	$55.39	D
Employee Stock Option (right-to-buy)	⁽¹⁰⁾	02/15/2020	Common Stock	11,768	$50.99	D
Employee Stock Option (right-to-buy)	⁽¹¹⁾	02/14/2021	Common Stock	11,399	$52.64	D
Employee Stock Option (right-to-buy)	⁽¹²⁾	02/13/2022	Common Stock	11,455	$43.65	D

Explanation of Responses:

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

2. as of 3/31/12

3. This option became excercisable in three annual installments beginning 5/20/2003.

4. This option became excercisable in four annual installments beginning 2/17/2005.

5. This option became excercisable100% on March 31, 2005

6. This option became excercisable in four annual installments beginning 2/21/2007.

7. This option became excercisable in four annual installments beginning 2/20/2008.

8. This option became excercisable in four annual installments beginning 2/19/2009.

9. This option became excercisable in four annual installments beginning 2/16/2010.

10. This option became excercisable in four annual installments beginning 2/15/2011.

11. This option became excercisable in four annual installments beginning 2/14/2012.

12. This option became excercisable in four annual installments beginning 2/13/2013.

Remarks:

	Paul A. Bernacki, Attorney-in-Fact for S. Biff Bowman	05/07/2012
	** 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 5 (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.