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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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 *

SMITH DAVID BYRON JR		 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
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

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

10/31/2022
(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 10/31/2022  G  2360 A$0 34284 (1)I By Trust 
Common Stock         1343 (2)D  
Common Stock         15431 I Revocable Trust 
Common Stock         1704 I By Trust (3)
Common Stock         2125 I By Trust fbo Child 1 (4)
Common Stock         2125 I By Trust fbo Child 2 (4)
Common Stock         2125 I By Trust fbo Child 3 (4)
Common Stock         1227760 I By Trust (5)

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 October 31, 2022, a trust in which the reporting person has a partial direct pecuniary interest distributed 18,880 shares of the Corporation's common stock to such trust's beneficiaries, of which 2,360 shares were distributed to the reporting person.
(2) Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
(3) Shares are held in a trust established for the benefit of the reporting person and his children, of which the reporting person is a co-trustee and shares investment control.
(4) Shares are held in a trust established for the benefit of one of the reporting person's children, of which the reporting person is a co-trustee and shares investment control.
(5) These shares are held in a trust of which reporting person has a partial direct pecuniary interest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SMITH DAVID BYRON JR
50 SOUTH LA SALLE ST
CHICAGO, IL 60603		X
Signatures
Brad A. Kopetsky, Attorney-in-Fact for David H. B. Smith, Jr.11/2/2022
**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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