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 * 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) 4/21/2020
(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	4/21/2020		A		1679	A	$0	1679 (1)(2)	D
Common Stock								12588 (1)	I	Revocable Trust
Common Stock								17394	I	By Trust
Common Stock								2125	I	By Trust fbo Child 1 (3)
Common Stock								2125	I	By Trust fbo Child 2 (3)
Common Stock								2125	I	By Trust fbo Child 3 (3)
Common Stock								1704	I	By Trust (4)
Common Stock								1362880	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 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

Explanation of Responses:
(1)	On April 21, 2021, 1,146 already reported and vested stock units, granted on April 23, 2019, were distributed to the reporting person. Shares reported herein reflect the transfer of such shares into the reporting person's previously existing trust account.
(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 one of the reporting person's minor 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 the reporting person and his minor 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
	Director	10% Owner	Officer	Other
SMITH DAVID BYRON JR 50 SOUTH LA SALLE ST CHICAGO, IL 60603	X

Signatures
Bradley R. Gabriel, Attorney-in-Fact for David H. B. Smith, Jr.		4/23/2020
**Signature of Reporting Person		Date