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^*

Davies Benjamin R.

(Last)

(First)

(Middle)

2980 FAIRVIEW PARK DRIVE

(Street)

FALLS CHURCH

22042

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2024

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CVP & Pres. Defense Systems

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	1,692.92	D
Common Stock	0.0015	I	Held in Northrop Grumman Savings Plan⁽¹⁾

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)
Restricted Stock Rights	⁽²⁾	⁽²⁾	Common Stock	2,215⁽³⁾	⁽²⁾	D
Restricted Performance Stock Rights	⁽⁴⁾	⁽⁴⁾	Common Stock	5,126⁽⁵⁾	⁽⁴⁾	D

Explanation of Responses:

1. Held in the Northrop Grumman Savings Plan (the "Plan"), a qualified defined contribution plan, as of July 1, 2024. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a change in units attributable to an individual though no acquisition or disposition occurred.

2. Each Restricted Stock Right ("RSR") represents a contingent right to receive an equivalent number of shares in Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock.

3. Total amount includes (i) 292 unvested RSRs granted under the Long-Term Incentive Stock Plan ("LTISP") on 2/15/2022 that will vest on 2/15/2025; (ii) 274 unvested RSRs granted under the LTISP on 2/16/2023 that will vest on 2/16/2026; (iii) 641 unvested RSRs granted under the LTISP on 11/1/2023 that will vest on 11/1/2026; and (iv) 1,008 unvested RSRs granted under the LTISP on 2/14/2024 that will vest on 2/14/2027. Grants awarded pursuant to Rule 16b-3(d).

4. Each Restricted Performance Stock Right ("RPSR") represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the Issuer's election, cash or a combination of cash and Issuer common stock. The RPSRs vest if the applicable performance metric is satisfied for the relevant measurement period. Grants awarded pursuant to Rule 16b-3(d).

5. Total amount includes (i) 640 unvested RPSRs granted under the LTISP on 2/15/2022 with a measurement period ending on 12/31/2024; (ii) 639 unvested RPSRs granted under the LTISP on 2/16/2023 with a measurement period ending on 12/31/2025; (iii) 1,495 unvested RPSRs granted under the LTISP on 11/1/2023 with a measurement period ending on 12/31/2025; and (iv) 2,352 unvested RPSRs granted under the LTISP on 2/14/2024 with a measurement period ending on 12/31/2026. Grants awarded pursuant to Rule 16b-3(d).

Remarks:

	/s/ Jennifer C. McGarey, Attorney-in-Fact	07/09/2024
	** 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.
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