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 *
Karpinski Jane
   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)
Senior VP & Controller
(Last)
(First)
(Middle)
50 SOUTH LASALLE STREET		 3. Date of Earliest Transaction (Month/Day/Year)
04/30/2015
(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 04/30/2015   M   2,368 A $ 63.36 12,235 (1) D  
Common Stock 04/30/2015   M   2,106 A $ 71.23 14,341 (1) D  
Common Stock 04/30/2015   M   2,275 A $ 55.39 16,616 (1) D  
Common Stock 04/30/2015   M   3,678 A $ 50.99 20,294 (1) D  
Common Stock 04/30/2015   M   3,562 A $ 52.64 23,856 (1) D  
Common Stock 04/30/2015   M   61 A $ 43.65 23,917 (1) D  
Common Stock 04/30/2015   M   673 A $ 43.65 24,590 (1) D  
Common Stock 04/30/2015   S   14,723 D $ 73.1 9,867 (1) D  
Common Stock               111 I Employee Share Ownership Plan as of 3/31/2015

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
Employee Stock Option (UKU, right-to-buy) $ 63.36 04/30/2015   M     2,368   (2) 02/20/2017 Common Stock 2,368 $ 0 0 D  
Employee Stock Option (UKU, right-to-buy) $ 71.23 04/30/2015   M     2,106   (3) 02/19/2018 Common Stock 2,106 $ 0 0 D  
Employee Stock Option (UKU, right-to-buy) $ 55.39 04/30/2015   M     2,275   (4) 02/16/2019 Common Stock 2,275 $ 0 0 D  
Employee Stock Option (UKU, right-to-buy) $ 50.99 04/30/2015   M     3,678   (5) 02/15/2020 Common Stock 3,678 $ 0 0 D  
Employee Stock Option (UKU, right-to-buy) $ 52.64 04/30/2015   M     3,562   (6) 02/14/2021 Common Stock 3,562 $ 0 0 D  
Employee Stock Option (UKA, right-to-buy) $ 43.65 04/30/2015   M     61   (7) 02/13/2022 Common Stock 61 $ 0 20 D  
Employee Stock Option (UKU, right-to-buy) $ 43.65 04/30/2015   M     673   (7) 02/13/2022 Common Stock 673 $ 0 224 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Karpinski Jane
50 SOUTH LASALLE STREET
CHICAGO, IL 60603		       Senior VP & Controller  

Signatures

 Bradley R. Gabriel, Attorney-in-Fact for Jane Karpinski   05/04/2015
**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) Includes 6,483 shares representing stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock. Share total also reflects the correction of an understatement of 560 shares in the reporting person's filings made on February 18 and 19, 2015.
(2) This option became exercisable in equal four annual installments beginning 2/20/2008.
(3) This option became exercisable in four equal annual installments beginning 2/19/2009.
(4) This option became exercisable in four equal annual installments beginning 2/16/2010.
(5) This option became exercisable in four equal annual installments beginning 2/15/2011.
(6) This option becomes exercisable in four equal annual installments beginning 2/14/2012.
(7) This option becomes exercisable in four equal annual installments beginning 2/13/2013.

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