Edgar Filing: PALMER JAMES F

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PALMER JAMES F

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 & CFO

(Last)

(First)

(Middle)

1840 CENTURY PARK EAST

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2011

(Street)

LOS ANGELES, CA 90067

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	02/15/2011		F		8,355	D	$ 69.14	150,369 ⁽¹⁾	D
Common Stock	02/15/2011		A		15,409	A	$ 69.14	165,778 ⁽²⁾	D
Common Stock	02/15/2011		A		15,409	A	$ 69.14	181,187 ⁽³⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right-to-Buy)

$ 69.14

02/15/2011

65,568

02/15/2012⁽⁴⁾

02/15/2018

Common Stock

65,568

$ 0

65,568

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PALMER JAMES F 1840 CENTURY PARK EAST LOS ANGELES, CA 90067			Corp. VP & CFO

Signatures

Kathleen M. Salmas, Attorney-in-fact for James F. Palmer		02/17/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Total amount includes 10,000 remaining unvested Restricted Stock Rights ("RSRs") granted pursuant to the 2001 Long Term Incentive Stock Plan (LTISP) on 3/12/07 with next scheduled 25% annual installment vesting on 3/12/11; 28,000 unvested Restricted Performance Stock Rights (RPSRs) granted under the LTISP on 2/17/09 with the valuation of performance measurement period ("measurement period") ending on 12/31/11; 31,600 RPSRs granted under the LTISP on 2/16/10 with the measurement period ending on 12/31/12; and 42,000 RSRs granted pursuant to the LTISP on 2/16/10 and cliff vests four years from date of grant on 2/16/14. Grants awarded pursuant to Rule 16b-3(d).
(2)	Total amount includes 10,000 remaining unvested RSRs granted pursuant to the LTISP on 3/12/07 with next scheduled 25% annual installment vesting on 3/12/11; 28,000 unvested RPSRs granted under the LTISP on 2/17/09 with the measurement period ending on 12/31/11; 31,600 RPSRs granted under the LTISP on 2/16/10 with the measurement period ending on 12/31/12; 42,000 RSRs granted pursuant to the LTISP on 2/16/10 and cliff vests four years from date of grant on 2/16/14; and 15,409 RPSRs granted under the LTISP on 2/15/11 with the measurement period ending on 12/31/13. Grants awarded pursuant to Rule 16b-3(d).
(3)	Total amount includes 10,000 remaining unvested RSRs granted pursuant to the LTISP on 3/12/07 with next scheduled 25% annual installment vesting on 3/12/11; 28,000 unvested RPSRs granted under the LTISP on 2/17/09 with the measurement period ending on 12/31/11; 31,600 RPSRs granted under the LTISP on 2/16/10 with the measurement period ending on 12/31/12; 42,000 RSRs granted pursuant to the LTISP on 2/16/10 and cliff vests four years from date of grant on 2/16/14; 15,409 RPSRs granted under the LTISP on 2/15/11 with the measurement period ending on 12/31/13; and 15,409 RSRs 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 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.