Ghai Rahul Form 3 HARRIS / RAHUL GHAI ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

GHAI RAHUL

(Last) (First) (Middle)

HARRIS CORPORATION

1025 W. NASA BOULEVARD

(Street)

MELBOURNE FL 32919

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2016

3. Issuer Name and Ticker or Trading Symbol
HARRIS CORP /DE/ [ HRS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. VP & Chief Financial Off.

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, Par Value $1.00	17,110(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy)	08/28/2018(2)	08/28/2025	Common Stock, Par Value $1.00	12,890	77.54	D
Performance Stock Units	(3)	(3)	Common Stock, Par Value $1.00	2,210	0.00(3)	D

Explanation of Responses:

1. Aggregate of 17,110.00 shares listed in Column 2 of Table I includes: (a) 14,600 restricted shares granted on 5/6/15 which will vest in thirds over three years (4,867 shares vest on 5/6/16, 4,867 shares vest on 5/6/17, and 4,866 shares vest on 5/6/18); and (b) 2,510 restricted shares granted on 6/1/15 which will vest on 6/1/18.

2. Of the 12,890 shares granted on this 8/28/15 stock option, 4,297 shares become exercisable on 8/28/16, 4,297 shares become exercisable on 8/28/17, and 4,296 shares become exercisable on 8/28/18.

3. Each performance stock unit represents a contingent right to one share of the Issuer's common stock. Performance stock units are subject to future adjustment; performance period started 7/4/15. The 2,210 performance stock units will vest on 6/29/18. Vested shares are subject to future adjustment and, if earned based on performance, will be delivered to the reporting person within two and one-half months of vesting.

Remarks:

	/s/ Rahul Ghai	02/16/2016
	** 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 5 (b)(v).
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