Ghai Rahul Form 4 HARRIS / RAHUL GHAI 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^*

GHAI RAHUL

(Last) (First) (Middle)

HARRIS CORPORATION

1025 W. NASA BOULEVARD

(Street)

MELBOURNE FL 32919

(City) (State) (Zip)

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

5. 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.

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2017

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

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
Performance Stock Units	$0.00(1)	08/25/2017		A		5,839		(1)	(1)	Common Stock, Par Value $1.00	5,839	$0.00	5,839	D
Restricted Stock Units	$0.00(2)	08/25/2017		A		2,920		(2)	(2)	Common Stock, Par Value $1.00	2,920	$0.00	2,920	D
Non-Qualified Stock Option (Right to Buy)	$119.66	08/25/2017		A		18,776		08/25/2020(3)	08/25/2027	Common Stock, Par Value $1.00	18,776	$0.00	18,776	D

Explanation of Responses:

1. 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 7/1/17. The 5,839 performance stock units will vest on 7/3/20. Vested shares are subject to future adjustment and will be delivered to the reporting person within two and one-half months of vesting.

2. Each restricted stock unit represents a contingent right to one share of the Issuer's common stock. Restricted stock units are subject to future vesting. The 2,920 restricted stock units vest on 8/25/20.

3. Of the 18,776 options granted on this 8/25/17 stock option, 6,259 options become exercisable on 8/25/18, an additional 6,259 options become exercisable on 8/25/19, and the remaining 6,258 options become exercisable on 8/25/20.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ Scott T. Mikuen, Attorney-in-Fact, For: Rahul Ghai	08/29/2017
	** 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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