SEC FORM 4

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^*

O'Grady Michael

(Last)

(First)

(Middle)

50 SOUTH LA SALLE ST

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHERN TRUST CORP [ NTRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2022

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)
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	05/18/2022		G	V	16,379	D	$0	0⁽¹⁾	I	2020 GRAT
Common Stock	05/18/2022		G	V	5,459	A	$0	5,459⁽¹⁾	I	By Trust fbo Child 1⁽²⁾
Common Stock	05/18/2022		G	V	5,460	A	$0	5,460⁽¹⁾	I	By Trust fbo Child 2⁽²⁾
Common Stock	05/18/2022		G	V	5,460	A	$0	5,460⁽¹⁾	I	By Trust fbo Child 3⁽²⁾
Common Stock								60,804⁽³⁾	D
Common Stock								135,906⁽¹⁾⁽⁴⁾⁽⁵⁾	I	By Trust
Common Stock								4,745⁽⁴⁾	I	2021 GRAT
Common Stock								18,876⁽⁵⁾	I	2022 GRAT

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On May 18, 2022, the reporting person's 2020 grantor retained annuity trust ("2020 GRAT") distributed 13,621 shares of the Corporation's common stock to the reporting person's existing trust as an annuity payment. On such date 16,379 shares also were distributed to the remaindermen of the 2020 GRAT. Each distribution was made in accordance with the terms of the 2020 GRAT instrument.

2. The reporting person's spouse is trustee of this trust.

3. Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

4. Reflects the May 18, 2022 distribution of 5,255 shares from the reporting person's 2021 grantor retained annuity trust ("2021 GRAT") to the reporting person's existing trust as an annuity payment in accordance with the terms of the 2021 GRAT instrument.

5. Reflects the May 18, 2022 transfer of 18,876 shares of the Corporation's common stock into a newly-created grantor retained annuity trust.

Remarks:

	Bradley R. Gabriel, Attorney-In-Fact for Michael G. O'Grady	05/20/2022
	** 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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