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) 02/10/2017 (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 02/10/2017   F   6,244 D $ 85.655 198,898 (1) (2) D   Common Stock 02/11/2017   F   7,210 D $ 86.305 183,122 (3) (4) D   Common Stock               80,227 (1) (3) (5) (6) I By Trust Common Stock               17,241 I 2014 GRAT Common Stock               39,690 I 2015 GRAT Common Stock               28,124 (5) I 2016-1 GRAT Common Stock               29,087 I 2016-2 GRAT Common Stock               35,160 (6) I 2017 GRAT Common Stock               8,710 I By Spouse Common Stock               34,319.16 I 401(k) as of 12-31-16

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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		02/14/2017
**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 February 10, 2017, 13,661 already reported stock units, granted on February 10, 2014, vested. Of this amount, 6,244 were withheld in payment of Federal, State and Medicare taxes and the remaining 7,417 were distributed to the reporting person as shares of common stock and transferred to the reporting person's existing trust account.
(2)	Includes 198,778 shares representing stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
(3)	On February 11, 2017, 15,776 already reported stock units, granted on February 11, 2013, vested. Of this amount, 7,210 were withheld in payment of Federal, State and Medicare taxes and the remaining 8,566 were distributed to the reporting person as shares of common stock and transferred to the reporting person's existing trust account.
(4)	Includes 183,002 shares representing stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
(5)	Reflects the February 13, 2017 distribution of 6,064 shares from the reporting person's grantor retained annuity trust to the reporting person's existing trust as an annuity payment in accordance with the terms of the GRAT instrument.
(6)	Reflects the February 13, 2017 transfer of 35,160 shares of the Corporation's common stock from the reporting person's existing trust into a newly created grantor retained annuity trust.

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