Cheryl H Johnson Form 4 TEXTRON / Cheryl H Johnson 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^*

Johnson Cheryl H

(Last) (First) (Middle)

40 WESTMINSTER STREET

(Street)

PROVIDENCE RI 02903

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TEXTRON INC [ TXT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive VP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/01/2017		A		4,299	A	$0	35,946.68	D
Common Stock	03/01/2017		F		994	D	$49.58	34,952.68	D
Common Stock	03/01/2017		M		514	A	$0	35,466.68	D
Common Stock	03/01/2017		D		514	D	$49.58	34,952.68	D
Common Stock								2,882.184	I	Held on behalf of the Reporting Person by the Textron Savings Plan (as of 03/01/2017).

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option - Right to Buy	$49.58	03/01/2017		A		15,647		(1)	03/01/2027	Common Stock	15,647	$0(2)	15,647	D
Cash-Settled Restricted Stock Units	$0(3)	03/01/2017		M			514	(4)	(4)	Common Stock	514	$0(5)	0	D

Explanation of Responses:

1. The option vests in three (3) equal annual installments, beginning on 03/01/2018.

2. Issued pursuant to the Textron Inc. 2015 Long-Term Incentive Plan.

3. Each stock unit is valued based upon the value of one (1) share of Textron Inc. Common Stock.

4. Payable in cash in three (3) equal annual installments, beginning on March 1, 2015.

5. Issued pursuant to the Textron Inc. 2007 Long-Term Incentive Plan.

Remarks:

	/s/ Ann T. Willaman, Attorney-in-Fact	03/03/2017
	** 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).
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