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*
Caylor Mark A	

(Last)	(First)	(Middle)	
2980 FAIRVIEW PARK DRIVE	

(Street) 
FALLS CHURCH	VA	22042	

(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, Mission System	
		
	3. Date of Earliest Transaction (Month/Day/Year)
02/19/2019 		
	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	02/19/2019(1) 		M		4,120(2) 	A	$0.0000 	31,400.16	D		
Common Stock	02/19/2019(1) 		F		1,990(3) 	D	$287.35 	29,410.16	D		
Common Stock								35.1682	I	Held in Northrop Grumman Savings & Investment Plan(4) 	
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					
Restricted Stock Rights	(5)	02/19/2019		M			4,120(2) 	(5) 	(2) 	Common Stock	4,120	$0.0000 	11,835(6) 	D		
Explanation of Responses:	
1. In accordance with the terms of the 2011 Long-Term Incentive Stock Plan ("LTISP"), because the third anniversary of the grant (February 17, 2019) fell on a weekend, the award shares vested on February 19, 2019, the next business day. The vested award shares were valued based on the Company's closing stock price on February 19, 2019. The shares will be distributed into the participant's account on February 20, 2019.	
2. Shares issued upon vesting of Restricted Stock Rights ("RSRs") granted under the LTISP on 2/17/16 that vested on 2/19/19.	
3. Shares surrendered to issuer in payment of tax liability in connection with vesting of RSRs in accordance with Rule 16b-3(e).	
4. Held in the Northrop Grumman Savings and Investment Plan (the "Plan"), a qualified profit sharing plan, as of February 19, 2019. 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.	
5. Each RSR represents a contingent right to receive an equivalent number of shares of Issuer common stock, or, at the election of the Issuer's Compensation Committee, cash or a combination of cash and Issuer common stock.	
6. Total amount includes 3,830 RSRs granted under the LTISP on 2/13/19 that will vest on 2/13/22; 1,655 RSRs granted under the LTISP on 12/4/18 that will vest on 12/4/21; 3,161 RSRs granted under the LTISP on 2/13/18 that will vest on 2/13/21; and 3,189 RSRs granted under the LTISP on 2/17/17 that will vest on 2/17/20.	
	/s/ Jennifer C. McGarey, Attorney-in-Fact	02/21/2019	
	** 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).	
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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