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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* FLACH GLORIA A (Last) (First) (Middle) 1840 CENTURY PARK EAST (Street) LOS ANGELES CA 90067 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NORTHROP GRUMMAN CORP /DE/ [ NOC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CORP VP. PRES, ENT SH SVCS
	3. Date of Earliest Transaction (Month/Day/Year) 03/31/2011
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/31/2011		A		3,708	A	$0	55,482(1)(2)(3)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right-to-Buy)	$35.92	03/31/2011		A(2)		3,281		(4)	08/15/2011	Common Stock	3,281	(5)	3,281	D
Stock Option (Right-to-Buy)	$52.48	03/31/2011		A(2)		2,953		(4)	08/20/2012	Common Stock	2,953	(5)	2,953	D
Stock Option (Right-to-Buy)	$43.08	03/31/2011		A(2)		3,281		(4)	08/20/2013	Common Stock	3,281	(5)	3,281	D
Stock Option (Right-to-Buy)	$47.99	03/31/2011		A(2)		3,281		(4)	06/14/2014	Common Stock	3,281	(5)	3,281	D
Stock Option (Right-to-Buy)	$49.1	03/31/2011		A(2)		875		(4)	10/01/2014	Common Stock	875	(5)	875	D
Stock Option (Right-to-Buy)	$41.14	03/31/2011		A(2)		7,148		(6)	02/17/2016	Common Stock	7,148	(5)	7,148	D
Stock Option (Right-to-Buy)	$54.46	03/31/2011		A(2)		59,664		(7)	02/16/2017	Common Stock	59,664	(5)	59,664	D
Stock Option (Right-to-Buy)	$63.22	03/31/2011		A(2)		34,424		(8)	02/15/2018	Common Stock	34,424	(5)	34,424	D

Explanation of Responses:

1. On March 30, 2011, New P, Inc., now renamed "Northrop Grumman Corporation" ("Issuer"), became the successor issuer of Northrop Grumman Corporation ("Old Northrop Grumman"), now renamed "Titan II Inc.", pursuant to a merger. As a result of the merger, each holder of Old Northrop Grumman common stock received the identical number and percentage of the outstanding shares of common stock of Issuer as they owned of Old Northrop Grumman prior to the merger.

2. Pursuant to anti-dilution provisions of this grant, the number of shares subject to it (and for options, the exercise price) was adjusted in conjunction with the Issuer's spin-off of Huntington Ingalls Industries, Inc. The terms of the adjustment were approved by the Issuer's Board of Directors.

3. Total amount includes 12,986 Restricted Performance Stock Rights ("RPSRs") granted under the 2001 Long-Term Incentive Stock Plan ("LTISP") on 2/17/09, with a valuation of performance measurement period ("measurement period") ending on 12/31/11; 14,109 RPSRs granted under the LTISP on 2/16/10, with the measurement period ending on 12/31/12; 8,089 RPSRs granted under the LTISP on 2/15/11, with the measurement period ending on 12/31/13; and 8,089 Restricted Stock Rights granted under the LTISP on 2/15/11 and cliff vests 100% on the fourth anniversary from the grant date on 2/15/15. Grants awarded pursuant to Rule 16b-3(d).

4. The option is fully exercisable.

5. Granted without payment by grantee.

6. The option vests over a period of three years to the extent of one-third (33%) annual equal installments on 2/17/10, 2/17/11 and 2/17/12.

7. The option vests over a period of three years to the extent of one-third (33%) annual equal installments on 2/16/11, 2/16/12 and 2/16/13.

8. The option vests over a period of three years to the extent of one-third (33%) annual equal installments on 2/15/12, 2/15/13 and 2/15/14.

	/s/ Kathleen M. Salmas, Attorney-in-Fact for Gloria A. Flach	04/04/2011
	** Signature of Reporting Person	Date
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