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^*

Levy Susan Cohen

(Last)

(First)

(Middle)

50 SOUTH LA SALLE ST

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2024

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	10/25/2024		M		19,585	A	$70.21	36,717⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D
Common Stock	10/25/2024		S		19,585	D	$102.26⁽⁶⁾	17,132⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	D
Common Stock								0⁽²⁾	I	2022 GRAT
Common Stock								25,230⁽³⁾	I	2023 GRAT
Common Stock								55,726⁽⁴⁾	I	2024 GRAT
Common Stock								12,137⁽⁵⁾	I	Irrevocable Trust⁽⁷⁾

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)	$70.21	10/25/2024		M			19,585	⁽⁸⁾	02/17/2025	Common Stock	19,585	$0	0	D

Explanation of Responses:

1. Includes 17,132 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

2. On June 13, 2024, the reporting person's 2022 grantor retained annuity trust ("GRAT") distributed 18,966 shares of the Corporation's common stock to the reporting person's existing brokerage account as a final annuity payment in accordance with the terms of the GRAT instrument.

3. On June 13, 2024, the reporting person's 2023 GRAT distributed 19,000 shares of the Corporation's common stock to the reporting person's existing brokerage account as an annuity payment in accordance with the terms of the GRAT instrument.

4. Reflects the August 12, 2024 transfer of 55,726 shares of the Corporation's common stock into a newly created 2024 GRAT.

5. Reflects a correction of 9,730 net shares previously reported as being (i) distributed from the reporting person's 2022 GRAT to the reporting person's existing irrevocable trust as an annuity payment on June 9, 2023 (34,500 shares); and (ii) transferred from the reporting person's existing irrevocable trust into a newly created 2023 GRAT on June 12, 2023 (44,230 shares). Each of the foregoing transactions actually occurred from the reporting person's existing brokerage account, not the existing irrevocable trust.

6. Price reflects the weighted average sales price from $102.25 to $102.40. Information regarding the number of shares sold at each separate price will be provided by the reporting person upon request.

7. The reporting person's spouse is trustee of this trust.

8. This option became exercisable in four equal annual installments beginning on February 17, 2016.

Remarks:

	David A. Serna, Attorney-in-Fact for Susan C. Levy	10/29/2024
	** 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 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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