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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Levy Susan Cohen   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) EVP, Gen Counsel & Corp Sec (Last) (First) (Middle) 50 S LASALLE ST 3. Date of Earliest Transaction (Month/Day/Year) 02/19/2019 (Street) CHICAGO, IL 60603 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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 02/19/2019   F   1,712 D $ 92.83 47,003 (1) (2) D   Common Stock 02/19/2019   F   1,302 D $ 92.83 45,701 (3) (4) D   Common Stock 02/19/2019   A   7,113 A $ 0 52,814 (5) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities (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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Levy Susan Cohen 50 S LASALLE ST CHICAGO, IL 60603			EVP, Gen Counsel & Corp Sec

Signatures

Bradley R. Gabriel, Attorney-in-Fact for Susan C. Levy		02/21/2019
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects 1,712 shares withheld in payment of Federal, State and Medicare taxes upon the vesting of 3,863 previously reported stock units. The remaining 2,151 shares were distributed to the reporting person as shares of common stock.
(2)	Includes 16,665 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
(3)	Reflects 1,302 shares withheld in payment of Federal, State and Medicare taxes upon the vesting of 2,938 previously reported stock units. The remaining 1,636 shares were distributed to the reporting person as shares of common stock.
(4)	Includes 13,727 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
(5)	Includes 20,840 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

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