SEC Filing - Northrop Grumman

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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^*

ZISKIN IAN V

(Last)

(First)

(Middle)

1840 CENTURY PARK EAST

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2006

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)
Corp VP & Chf HR & Adm Ofcr

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	12,600⁽¹⁾	D
Common Stock	2,533.03	I	See footnote.⁽²⁾

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)
Stock Option (Right-to-Buy)	06/16/2004⁽³⁾	06/16/2013	Common Stock	8,000	43.56	D
Stock Option (Right-to-Buy)	08/20/2004⁽³⁾	08/20/2013	Common Stock	10,000	47.11	D
Stock Option (Right-to-Buy)	06/14/2005⁽³⁾	06/14/2014	Common Stock	10,000	52.485	D
Stock Option (Right-to-Buy)	11/02/2006⁽⁴⁾	11/02/2015	Common Stock	10,000	54.2	D

Explanation of Responses:

1. Total includes 4,600 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 Long-Term Incentive Stock Plan ("LTISP") on 8/20/03, with a valuation of performance measurement period ("measurement period") ending 12/31/06; 1,000 unvested RPSRs granted under the 2001 LTISP on 11/2/05, with a measurement ending 12/31/06; 5,000 unvested RPSRs granted under the 2001 LTISP on 2/16/05, with a measurement period ending 12/31/07; and 2,000 unvested RPSRs granted under the 2001 LTSIP on 11/2/05, with the measurement period ending 12/31/07. Grants awarded pursuant to Rule 16b-3(d).

2. Held in Northrop Grumman Savings and Investment Plan, a qualified profit sharing plan, as of December 30, 2005. Share totals with respect to the Plan are based upon unit accounting and therefore may relect a decrease in units attributable to an individual though no disposition occurred.

3. This option was vested and exercisable on 9/30/05 pursuant to board of directors resolution dated 5/16/05, approving acceleration of options granted prior to 9/30/05.

4. This option was granted on 11/2/05 and vests in four annual equal installments commencing from grant date.

	/s/ Kathleen M. Salmas, Attorney-in-fact for Ian V. Ziskin	01/06/2006
	** 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).
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