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 (Last) (First) (Middle) 50 S LASALLE ST 3. Date of Earliest Transaction (Month/Day/Year) 08/03/2018 (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 08/03/2018   G V 48 D $ 0 137,592 (1) (2) I By Trust Common Stock               188,065 (2) (3) D   Common Stock               21,775 (2) I 2016-1 GRAT Common Stock               16,481 (2) (4) I 2016-2 GRAT Common Stock               26,974 (2) I 2017-1 GRAT Common Stock               17,922 (2) (4) I 2017-2 GRAT Common Stock               48,090 (2) I 2018 GRAT Common Stock               13,785 (2) I By Spouse Common Stock               35,668.85 (2) I 401(k) as of 12-31-18

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
WADDELL FREDERICK H 50 S LASALLE ST CHICAGO, IL 60603	X		Chairman

Signatures

Bradley R. Gabriel, Attorney-in-Fact for Frederick H. Waddell		02/13/2019
**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 a January 26, 2017 gift of 63 shares, which had been previously reported as a gift of 36 shares.
(2)	Transactions not required to be reported pursuant to Section 16(a) of the Securities Exchange Act of 1934 following the reporting person's retirement as a director and executive officer of the issuer effective January 23, 2019 are not reflected on this Form 4.
(3)	Includes 187,945 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
(4)	Reflects the October 26, 2017 distribution of 5,661 shares from the reporting person's 2016-2 grantor retained annuity trust to the reporting person's existing trust as an annuity payment in accordance with the terms of the GRAT instrument, which had been previously reported as a distribution from the reporting person's 2017-2 GRAT.

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