Statement of Changes in Beneficial Ownership (4)
09 4월 2020 - 1:42AM
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
*
O'Brien Anthony F |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Chief Financial Officer |
(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 | | 90314 (2) | A | (1) | 90314 | D | |
Common Stock | 4/3/2020 | | F | | 2841 | D | $49.93 | 87473 | D | |
Common Stock (1) | 4/3/2020 | | A | | 10663 | A | (1) | 10663 | I | 401(k) (3) |
Common Stock (1) | 4/3/2020 | | A | | 1230 | A | (1) | 1230 | I | Benefit Plan (4) |
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 | (5) | 4/3/2020 | | A | | 28464 | | (5) | (5) | Common Stock | 28464 | (5) | 28464 | D | |
Restricted Stock Units | (6) | 4/3/2020 | | A | | 30733 | | (6) | (6) | Common Stock | 30733 | (6) | 59197 | D | |
Restricted Stock Units | (7) | 4/3/2020 | | A | | 20233 | | (7) | (7) | Common Stock | 20233 | (7) | 79430 | 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) | Includes (1) 10,936 restricted shares of RTX Common Stock that were converted from restricted shares of Raytheon Common Stock granted on March 21, 2018, (2) 16,860 restricted shares of RTX Common Stock that were converted from restricted shares of Raytheon Common Stock granted on March 20, 2019, and (3) 20,964 restricted shares of RTX Common Stock that were converted from restricted shares of Raytheon Common Stock granted on March 25, 2020, pursuant to the terms of the Merger Agreement. All such shares continue to vest in one-third increments on each of the second, third and fourth anniversaries of their original date of grant, as applicable. |
(3) | The Reporting Person indirectly beneficially owns 10,663 shares of RTX Common Stock based on funds in the Reporting Person's Savings and Investment Plan/Excess Savings Plan Account. |
(4) | The Reporting Person indirectly beneficially owns 1,230 shares of RTX Common Stock based on funds in the Reporting Person's other employee benefit plan account. |
(5) | Represents RTX restricted stock units ("RSUs") that, pursuant to the terms of the Merger Agreement, 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, pursuant to the terms of the Merger Agreement, 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, pursuant to the terms of the Merger Agreement, 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 |
O'Brien Anthony F 870 WINTER STREET WALTHAM, MA 02451 |
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| EVP, Chief Financial Officer |
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Signatures
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/s/ Dana Ng, Attorney-in-fact | | 4/8/2020 |
**Signature of Reporting Person | Date |
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