NTRSP Northern Trust Corporation

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 * Cherecwich Peter	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/C&IS
(Last)          (First)          (Middle) 50 SOUTH LA SALLE ST	3. Date of Earliest Transaction (MM/DD/YYYY) 2/20/2020
(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	2/20/2020		M		18991	A	$70.21	47655 (1)	D
Common Stock	2/20/2020		M		13412	A	$58.25	61067 (1)	D
Common Stock	2/20/2020		S		32403	D	$103.19 (2)	28664 (1)	D
Common Stock								32367	I	By Trust
Common Stock								6938	I	2018 GRAT
Common Stock								11124	I	2019 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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		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 of Derivative Security: 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	2/20/2020		M			18991	(3)	2/17/2025	Common Stock	18991.0	$0	0	D
Employee Stock Option (right-to-buy)	$58.25	2/20/2020		M			13412	(4)	2/16/2026	Common Stock	13412.0	$0	0	D

Explanation of Responses:
(1)	Includes 28,664 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 $103.00 to $103.26. Information regarding the number of shares sold at each separate price will be provided by the reporting person upon request.
(3)	This option became exercisable in four equal annual installments beginning 2/17/2016.
(4)	This option became exercisable in four equal annual installments beginning 2/16/2017.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cherecwich Peter 50 SOUTH LA SALLE ST CHICAGO, IL 60603			President/C&IS

Signatures
Bradley R. Gabriel, Attorney-in-Fact for Peter Cherecwich		2/21/2020
**Signature of Reporting Person		Date