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*
FRADKIN STEVEN L
(Last) (First) (Middle)
50 SOUTH LA SALLE ST
(Street)
CHICAGO IL 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
President/Wealth Management
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2021
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 05/11/2021 M 12,325 A $60.85 53,666(1) D
Common Stock 05/11/2021 M 23,739 A $70.21 77,405(1) D
Common Stock 05/11/2021 S 33,653 D $118.63(2) 43,752(1) D
Common Stock 05/11/2021 S 2,411 D $119.24(3) 41,341(1) D
Common Stock 56,435(4) I By Trust
Common Stock 34,422 I Gift Trust(5)
Common Stock 75,000 I 2020 GRAT
Common Stock 1,762 I Spouse as trustee for Daughter
Common Stock 1,762 I Spouse as trustee for Son
Common Stock 10,827.65 I 401(k) as of 3-31-2021
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
Employee Stock Option (right-to-buy) $60.85 05/11/2021 M 12,325 (6) 02/10/2024 Common Stock 12,325 $0 0 D
Employee Stock Option (right-to-buy) $70.21 05/11/2021 M 23,739 (7) 02/17/2025 Common Stock 23,739 $0 0 D
Explanation of Responses:
1. Includes 41,341 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
2. Price reflects the weighted average sales price from $118.12 to $119.11. Information regarding the number of shares sold at each separate price will be provided by the reporting person upon request.
3. Price reflects the weighted average sales price from $119.12 to $119.55. Information regarding the number of shares sold at each separate price will be provided by the reporting person upon request.
4. Reflects a November 29, 2017 purchase of 12 shares and a January 7, 2021 sale of 2 shares by the reporting person's trust, each previously unreported and each conducted at the discretion of a broker without the knowledge or direction of the Reporting Person.
5. The reporting person's spouse is trustee of this trust.
6. This option became exercisable in four equal annual installments beginning on February 10, 2015.
7. This option became exercisable in four equal annual installments beginning on February 17, 2016.
Remarks:
Bradley R. Gabriel, Attorney-in-Fact for Steven L. Fradkin 05/13/2021
** 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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