EVP and General Counsel Levy Susan Cohen sold $2,002,762 worth of shares (19,585 units at $102.26) and exercised 19,585 shares at a strike of $70.21 (SEC Form 4)
$NTRS
Major Banks
Finance
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NORTHERN TRUST CORP [ NTRS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/25/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/25/2024 | M | 19,585 | A | $70.21 | 36,717(1)(2)(3)(4)(5) | D | |||
| Common Stock | 10/25/2024 | S | 19,585 | D | $102.26(6) | 17,132(1)(2)(3)(4)(5) | D | |||
| Common Stock | 0(2) | I | 2022 GRAT | |||||||
| Common Stock | 25,230(3) | I | 2023 GRAT | |||||||
| Common Stock | 55,726(4) | I | 2024 GRAT | |||||||
| Common Stock | 12,137(5) | I | Irrevocable Trust(7) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $70.21 | 10/25/2024 | M | 19,585 | (8) | 02/17/2025 | Common Stock | 19,585 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Includes 17,132 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock. |
| 2. On June 13, 2024, the reporting person's 2022 grantor retained annuity trust ("GRAT") distributed 18,966 shares of the Corporation's common stock to the reporting person's existing brokerage account as a final annuity payment in accordance with the terms of the GRAT instrument. |
| 3. On June 13, 2024, the reporting person's 2023 GRAT distributed 19,000 shares of the Corporation's common stock to the reporting person's existing brokerage account as an annuity payment in accordance with the terms of the GRAT instrument. |
| 4. Reflects the August 12, 2024 transfer of 55,726 shares of the Corporation's common stock into a newly created 2024 GRAT. |
| 5. Reflects a correction of 9,730 net shares previously reported as being (i) distributed from the reporting person's 2022 GRAT to the reporting person's existing irrevocable trust as an annuity payment on June 9, 2023 (34,500 shares); and (ii) transferred from the reporting person's existing irrevocable trust into a newly created 2023 GRAT on June 12, 2023 (44,230 shares). Each of the foregoing transactions actually occurred from the reporting person's existing brokerage account, not the existing irrevocable trust. |
| 6. Price reflects the weighted average sales price from $102.25 to $102.40. Information regarding the number of shares sold at each separate price will be provided by the reporting person upon request. |
| 7. The reporting person's spouse is trustee of this trust. |
| 8. This option became exercisable in four equal annual installments beginning on February 17, 2016. |
| Remarks: |
| David A. Serna, Attorney-in-Fact for Susan C. Levy | 10/29/2024 | |
| ** 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. | ||
| 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 Number. | ||