L3 Form 4 / Jeffrey A. Miller ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Miller Jeffrey A.

(Last)

(First)

(Middle)

C/O L3 TECHNOLOGIES, INC.

600 THIRD AVENUE

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
L3 TECHNOLOGIES, INC. [ LLL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2019

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/29/2019		D⁽¹⁾⁽²⁾		10,840⁽²⁾⁽³⁾	D	⁽¹⁾⁽²⁾	0	D
Common Stock	06/29/2019		A⁽¹⁾⁽⁴⁾		4,028⁽⁴⁾	A	$0	4,028	D
Common Stock	06/29/2019		D⁽¹⁾⁽⁴⁾		4,028⁽⁴⁾	D	⁽¹⁾⁽⁴⁾	0	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
02/17/15 Employee Stock Option (Right to Buy)	$129.31	06/29/2019		D			6,612	⁽⁵⁾	02/17/2025	Common Stock	6,612	⁽⁶⁾	0	D
02/16/16 Employee Stock Option (Right to Buy)	$116.2	06/29/2019		D			8,702	⁽⁵⁾	02/16/2026	Common Stock	8,702	⁽⁶⁾	0	D
02/21/17 Employee Stock Option (Right to Buy)	$168.8	06/29/2019		D			9,800	⁽⁵⁾	02/21/2027	Common Stock	9,800	⁽⁶⁾	0	D
02/20/18 Employee Stock Option (Right to Buy)	$210.98	06/29/2019		D			7,786	⁽⁵⁾	02/20/2028	Common Stock	7,786	⁽⁶⁾	0	D

Explanation of Responses:

1. On June 29, 2019, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), L3 Technologies, Inc. ("L3") and Harris Corporation ("Harris") effected an all-stock, merger of equals to combine their respective businesses in which a wholly-owned subsidiary of Harris merged with and into L3 with L3 surviving as a wholly-owned subsidiary of Harris (the "Merger"). Pursuant to the Merger Agreement, upon completion of the Merger, Harris changed its name to "L3Harris Technologies, Inc." ("L3Harris"), each issued and outstanding share of L3 common stock was converted into the right to receive 1.30 shares of L3Harris common stock (the "exchange ratio"), any vesting conditions of each unvested restricted stock unit ("RSU") held by the reporting person were deemed satisfied and accelerated in full and each RSU was cancelled and entitled the holder to receive a number of shares of L3Harris common stock equal to the number of RSUs multiplied by the exchange ratio.

2. Includes 4,121 shares of L3 restricted stock subject to time-based vesting conditions. Pursuant to the Merger Agreement, at the effective time of the Merger, such L3 restricted shares were converted into restricted shares of L3Harris common stock equal to the number of L3 restricted shares multiplied by the exchange ratio. All shares of L3Harris common stock received in respect of such shares of L3 restricted stock will remain subject to the same time-based vesting conditions applicable to the original award.

3. Reflects additional shares acquired through L3's Master Savings (401(k)) Plan.

4. In February 2017 and February 2018, the reporting person was granted performance units which provided for delivery of shares of common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, at the effective time of the Merger, the outstanding performance units were deemed earned based on the greater of target and actual level of performance through the effective time of the Merger (as reasonably determined by the compensation committee of the L3 Board in consultation with Harris), and each performance unit was cancelled and the reporting person became entitled to receive a combination of (i) shares of L3Harris common stock and (ii) time-vesting restricted stock units denominated in shares of L3Harris common stock, as set forth in the Merger Agreement, in an amount calculated by multiplying each earned performance unit by the exchange ratio.

5. These options were originally scheduled to vest in equal one-third increments beginning on the one-year anniversary of the grant date.

6. At the effective time of the Merger, all vesting conditions applicable to outstanding stock options were deemed satisfied and accelerated in full and each option was converted into an option to purchase a number of shares of L3Harris common stock equal to the product of the number of shares of L3 common stock subject to such option and the exchange ratio, at an exercise price per share equal to the exercise price per share of such option divided by the exchange ratio.

Remarks:

Senior Vice President and President of ISR Systems

	/s/ Allen E. Danzig as Attorney-in-Fact	07/02/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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L3 Inactive Form 4L3 / Jeffrey A. Miller ownership change