Statement of Changes in Beneficial Ownership (4)
09 4월 2020 - 1:25AM
Edgar (US Regulatory)
FORM 4
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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
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Kennedy Thomas A |
2. Issuer Name and Ticker or Trading Symbol
RAYTHEON TECHNOLOGIES CORP
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RTX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman |
(Last)
(First)
(Middle)
870 WINTER STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/3/2020 |
(Street)
WALTHAM, MA 02451
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock (1) | 4/3/2020 | | A | | 351742 | A | (1) | 351742 | D | |
Common Stock | 4/3/2020 | | F | | 8260 | D | $49.93 | 343482 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Restricted Stock Units | (2) | 4/3/2020 | | A | | 32183 | | (2) | (2) | Common Stock | 32183 | (2) | 32183 | D | |
Restricted Stock Units | (3) | 4/3/2020 | | A | | 52262 | | (3) | (3) | Common Stock | 52262 | (3) | 84445 | D | |
Restricted Stock Units | (4) | 4/3/2020 | | A | | 67733 | | (4) | (4) | Common Stock | 67733 | (4) | 152178 | D | |
Restricted Stock Units | (5) | 4/3/2020 | | A | | 103182 | | (5) | (5) | Common Stock | 103182 | (5) | 255360 | D | |
Restricted Stock Units | (6) | 4/3/2020 | | A | | 98274 | | (6) | (6) | Common Stock | 98274 | (6) | 353634 | D | |
Restricted Stock Units | (7) | 4/3/2020 | | A | | 64707 | | (7) | (7) | Common Stock | 64707 | (7) | 418341 | D | |
Explanation of Responses: |
(1) | Pursuant to the terms of the Agreement and Plan of Merger, dated as of June 9, 2019, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 9, 2020, by and between United Technologies Corporation ("UTC") and Raytheon Company ("Raytheon") (the "Merger Agreement"), on April 3, 2020 (the "Closing Date"), Raytheon became a wholly owned subsidiary of UTC, with UTC becoming Raytheon Technologies Corporation. Pursuant to the Merger Agreement, on the Closing Date, each share of Raytheon Common Stock held by the reporting person was converted automatically into 2.3348 shares of UTC Common Stock. |
(2) | Time-based RTX restricted stock units ("RSUs") that represent the right to receive one share of RTX Common Stock per unit and were converted from Raytheon RSUs, originally granted on March 21, 2018, pursuant to the terms of the Merger Agreement. These RSUs vest in one-third increments on each of the second, third and fourth anniversaries of the original date of grant, as applicable, and continue to vest (but do not accelerate) on the scheduled vesting dates into retirement, subject to the employee's compliance with certain post-employment covenants. |
(3) | Time-based RTX RSUs that represent the right to receive one share of RTX Common Stock per unit and were converted from Raytheon RSUs, originally granted on March 21, 2019, pursuant to the terms of the Merger Agreement. These RSUs vest in one-third increments on each of the second, third and fourth anniversaries of the original date of grant, as applicable, and continue to vest (but do not accelerate) on the scheduled vesting dates into retirement, subject to the employee's compliance with certain post-employment covenants. |
(4) | Time-based RTX RSUs that represent the right to receive one share of RTX Common Stock per unit and were converted from Raytheon RSUs, originally granted on March 25, 2020, pursuant to the terms of the Merger Agreement. These RSUs vest in one-third increments on each of the second, third and fourth anniversaries of the original date of grant, as applicable, and continue to vest (but do not accelerate) on the scheduled vesting dates into retirement, subject to the employee's compliance with certain post-employment covenants. |
(5) | Represents RTX RSUs that were converted from Raytheon performance-based vesting restricted stock units granted on January 24, 2018 under the 2018-2020 Long-Term Performance Plan ("LTPP"). These RSUs will vest in full at the end of the original LTPP 3-year performance cycle. |
(6) | Represents RTX RSUs that were converted from Raytheon performance-based vesting restricted stock units granted on January 30, 2019 under the 2019-2021 LTPP. These RSUs will vest in full at the end of the original LTPP 3-year performance cycle. |
(7) | Represents RTX RSUs that were converted from Raytheon performance-based vesting restricted stock units granted on January 29, 2020 under the 2020-2022 LTPP. These RSUs will vest in full at the end of the original LTPP 3-year performance cycle. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kennedy Thomas A 870 WINTER STREET WALTHAM, MA 02451 | X |
| Executive Chairman |
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Signatures
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/s/ Dana Ng, Attorney-in-fact | | 4/8/2020 |
**Signature of Reporting Person | Date |
United Technologies (NYSE:UTX)
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