Ownership Submission
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 *
WADDELL FREDERICK H
  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 LASALLE STREET
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2016
(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 01/26/2016   G V 9,290 D $ 0 0 (1) (2) I 2013 GRAT
Common Stock               118,875 (1) I By Trust
Common Stock               197,434 (3) D  
Common Stock               26,298 (2) I 2014 GRAT
Common Stock               54,800 I 2015 GRAT
Common Stock               8,710 I By Spouse
Common Stock               33,692.05 I 401(k) as of 12-31-15

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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
WADDELL FREDERICK H
50 SOUTH LASALLE STREET
CHICAGO, IL 60603
  X     Chairman and CEO  

Signatures

 Bradley R. Gabriel, Attorney-in-Fact for Frederick H. Waddell   01/28/2016
**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) On January 26, 2016, the reporting person's grantor retained annuity trust ("GRAT") distributed 13,081 shares of the Corporation's common stock to the reporting person's existing revocable trust as an annuity payment. On such date 9,290 shares also were distributed to the remaindermen of the GRAT. Each distribution was made in accordance with the terms of the GRAT instrument.
(2) Reflects 11,129 shares as held in a GRAT established in 2014 that were previously reported as held in a GRAT established in 2013.
(3) Includes 197,314 shares representing stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

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