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
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

O'Grady Michael		 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
(Last)          (First)          (Middle)

50 SOUTH LA SALLE ST		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/18/2022
(Street)

CHICAGO, IL 60603
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/18/2022  G  V 16379 D$0 0 (1)I 2020 GRAT 
Common Stock 5/18/2022  G  V 5459 A$0 5459 (1)I By Trust fbo Child 1 (2)
Common Stock 5/18/2022  G  V 5460 A$0 5460 (1)I By Trust fbo Child 2 (2)
Common Stock 5/18/2022  G  V 5460 A$0 5460 (1)I By Trust fbo Child 3 (2)
Common Stock         60804 (3)D  
Common Stock         135906 (1)(4)(5)I By Trust 
Common Stock         4745 (4)I 2021 GRAT 
Common Stock         18876 (5)I 2022 GRAT 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
O'Grady Michael
50 SOUTH LA SALLE ST
CHICAGO, IL 60603		X
Chairman and CEO
Signatures
Bradley R. Gabriel, Attorney-In-Fact for Michael G. O'Grady5/20/2022
**Signature of Reporting PersonDate
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 control number.
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