Raytheon Form 4 / REBECCA R RHOADS 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^*

RHOADS REBECCA R

(Last)

(First)

(Middle)

870 WINTER STREET

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RAYTHEON CO/ [ RTN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2020

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⁽¹⁾	04/03/2020		D		20,460⁽²⁾	D	⁽¹⁾	0	D
Common Stock⁽¹⁾	04/03/2020		D		1,853	D	⁽¹⁾	0	I	401(k)⁽³⁾
Common Stock⁽¹⁾	04/03/2020		D		4,101	D	⁽¹⁾	0	I	Benefit Plan⁽⁴⁾

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)
Restricted Stock Units	⁽⁵⁾	04/03/2020		D			2,345	⁽⁵⁾	⁽⁵⁾	Common Stock	2,345	⁽⁵⁾	8,320	D
Restricted Stock Units	⁽⁶⁾	04/03/2020		D			3,623	⁽⁶⁾	⁽⁶⁾	Common Stock	3,623	⁽⁶⁾	4,697	D
Restricted Stock Units	⁽⁷⁾	04/03/2020		D			4,697	⁽⁷⁾	⁽⁷⁾	Common Stock	4,697	⁽⁷⁾	0	D
Performance Stock Units	⁽⁸⁾	04/03/2020		D			6,857	⁽⁸⁾	⁽⁸⁾	Common Stock	6,857	⁽⁸⁾	11,302	D
Performance Stock Units	⁽⁹⁾	04/03/2020		D			6,815	⁽⁹⁾	⁽⁹⁾	Common Stock	6,815	⁽⁹⁾	4,487	D
Performance Stock Units	⁽¹⁰⁾	04/03/2020		D			4,487	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	4,487	⁽¹⁰⁾	0	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 18,704 restricted shares of Raytheon Common Stock that were converted into shares of UTC Common Stock and 1,756 restricted shares of Raytheon Common Stock that were converted into awards of restricted shares of UTC Common Stock, in each case pursuant to the terms of the Merger Agreement.

3. The Reporting Person indirectly beneficially owned 1,853 shares of Raytheon Common Stock based on funds in the Reporting Person's Savings and Investment Plan Account.

4. The Reporting Person indirectly beneficially owned 4,101 shares of Raytheon Common Stock based on funds in the Reporting Person's other employee benefit plan accounts.

5. Time-based restricted stock units ("RSUs"), granted on March 21, 2018, that represent the right to receive one share of Raytheon Common Stock per unit. These RSUs were converted into awards of UTC RSUs pursuant to the terms of the Merger Agreement.

6. Time-based RSUs, granted on March 20, 2019, that represent the right to receive one share of Raytheon Common Stock per unit. These RSUs were converted into awards of UTC RSUs pursuant to the terms of the Merger Agreement.

7. Time-based RSUs, granted on March 25, 2020, that represent the right to receive one share of Raytheon Common Stock per unit. These RSUs were converted into awards of UTC RSUs pursuant to the terms of the Merger Agreement.

8. Represents performance-based restricted stock units ("PSUs") earned at a specific level pursuant to the term of the Merger Agreement and which had not been previously reported. The PSUs were originally granted under the 2018-2020 Long-Term Performance Plan. The PSUs were converted into an award of time-vesting UTC RSUs pursuant to the terms of the Merger Agreement.

9. Represents PSUs earned at a specific level pursuant to the term of the Merger Agreement and which had not been previously reported. The PSUs were originally granted under the 2019-2021 Long-Term Performance Plan. The PSUs were converted into an award of time-vesting UTC RSUs pursuant to the terms of the Merger Agreement.

10. Represents PSUs earned at a specific level pursuant to the term of the Merger Agreement and which had not been previously reported. The PSUs were originally granted under the 2020-2022 Long-Term Performance Plan. The PSUs were converted into an award of time-vesting UTC RSUs pursuant to the terms of the Merger Agreement.

Remarks:

	Dana Ng, Attorney-in-fact	04/07/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Raytheon Form 4RAYTHEON / REBECCA R RHOADS ownership change