Ownership Submission
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL 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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OMB APPROVAL
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OMB Number:3235-0104Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Crews Kenneth B.
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2. Date of Event Requiring Statement (Month/Day/Year)
2024-10-01
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3. Issuer Name and Ticker or Trading Symbol
NORTHROP GRUMMAN CORP /DE/ [NOC]
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(Last)
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(First)
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(Middle)
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2980 FAIRVIEW PARK DRIVE
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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CVP & Chief Financial Officer /
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5. If Amendment, Date Original Filed(Month/Day/Year)
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(Street)
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FALLS CHURCH
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VA
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22042
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
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2. Amount of Securities Beneficially Owned
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3. Ownership Form: Direct (D) or Indirect (I)
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4. Nature of Indirect Beneficial Ownership
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Date Exercisable and Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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6. Nature of Indirect Beneficial Ownership
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Crews Kenneth B.
2980 FAIRVIEW PARK DRIVE
FALLS CHURCH, VA22042
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CVP & Chief Financial Officer
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Signatures
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/s/ Jennifer C. McGarey, Attorney-in-Fact
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2024-10-02
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Held in the Northrop Grumman Savings Excess Plan (the "Plan"), as of October 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.
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(2)
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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.
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(3)
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Total amount includes (i) 253 unvested RSRs granted under the 2011 Long-Term Incentive Stock Plan (LTISP) on 2/15/2022 that will vest on 2/18/2025; (ii) 232 RSRs granted under the LTISP on 2/16/2023 that will vest on 2/17/2026; (iii) 269 RSRs granted under the LTISP on 2/14/2024 that will vest on 2/16/2027; and (iv) 1,277 RSRs granted under the 2024 Long-Term Incentive Stock Plan (2024 LTISP) on 7/31/2024 that will vest on 8/2/2027. Grants awarded pursuant to Rule 16b-3(d).
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(4)
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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).
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(5)
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Total amount includes (i) 555 unvested RPSRs granted under the LTISP on 2/15/2022 with a measurement period ending on 12/31/2024; (ii) 542 unvested RPSRs granted under the LTISP on 2/16/2023 with a measurement period ending on 12/31/2025; (iii) 627 unvested RPSRs granted under the LTISP on 2/14/2024 with a measurement period ending on 12/31/2026; and (iv) 2,799 unvested RPSRs granted under the 2024 LTISP on 7/31/2024 with a measurement period ending on 12/31/2026. Grants awarded pursuant to Rule 16b-3(d).
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