L3Harris Form 4 / SHELDON J FOX 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^*

FOX SHELDON J

(Last)

(First)

(Middle)

L3HARRIS TECHNOLOGIES, INC.

1025 WEST NASA BOULEVARD

(Street)

MELBOURNE

32919

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
L3HARRIS TECHNOLOGIES, INC. /DE/ [ LHX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Operations and IT

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, Par Value $1.00	06/29/2019		M		7,055⁽¹⁾	A	$0.00	61,949.28	D
Common Stock, Par Value $1.00	06/29/2019		A		4,071⁽²⁾	A	$0.00	66,020.28	D
Common Stock, Par Value $1.00	06/29/2019		F		4,379⁽³⁾	D	$189.13	61,641.28	D
Common Stock, Par Value $1.00	06/29/2019		M		5,165⁽⁴⁾	A	$0.00	66,806.28	D
Common Stock, Par Value $1.00	06/29/2019		A		3,677⁽⁵⁾	A	$0.00	70,483.28	D
Common Stock, Par Value $1.00	06/29/2019		F		3,480⁽³⁾	D	$189.13	67,003.28	D
Common Stock, Par Value $1.00	06/29/2019		M		3,317⁽⁶⁾	A	$0.00	70,320.28	D
Common Stock, Par Value $1.00	06/29/2019		A		2,309⁽⁷⁾	A	$0.00	72,629.28	D
Common Stock, Par Value $1.00	06/29/2019		F		1,422⁽³⁾	D	$189.13	71,207.28	D
Common Stock, Par Value $1.00	06/29/2019		M		2,583⁽⁸⁾	A	$0.00	73,790.28	D
Common Stock, Par Value $1.00	06/29/2019		F		990⁽⁹⁾	D	$189.13	72,800.28	D
Common Stock, Par Value $1.00	06/29/2019		M		1,659⁽¹⁰⁾	A	$0.00	74,459.28	D
Common Stock, Par Value $1.00	06/29/2019		F		653⁽⁹⁾	D	$189.13	73,806.28⁽¹¹⁾	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)
Performance Stock Units	$0.00	06/29/2019		M			7,055	⁽¹⁾	⁽¹⁾	Common Stock, Par Value $1.00	7,055	$0.00	0	D
Performance Stock Units	$0.00	06/29/2019		M			5,165	⁽⁴⁾	⁽⁴⁾	Common Stock, Par Value $1.00	5,165	$0.00	0	D
Performance Stock Units	$0.00	06/29/2019		M			3,317	⁽⁶⁾	⁽⁶⁾	Common Stock, Par Value $1.00	3,317	$0.00	0	D
Restricted Stock Units	$0.00	06/29/2019		M			2,583	⁽⁸⁾	⁽⁸⁾	Common Stock, Par Value $1.00	2,583	$0.00	0	D
Restricted Stock Units	$0.00	06/29/2019		M			1,659	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, Par Value $1.00	1,659	$0.00	0	D

Explanation of Responses:

1. The 7,055 performance stock units were awarded on August 26, 2016 (previously reported) and vested at the end of the three-year fiscal performance period on June 28, 2019.

2. Settlement in shares of common stock of additional performance stock units from award described in footnote 1 that vested based on the performance determination.

3. Shares withheld by Issuer to pay tax liability on vesting of performance stock units.

4. The 5,165 performance stock units were awarded on August 25, 2017 (previously reported) and were initially scheduled to vest at the end of the three-year fiscal performance period on July 3, 2020. On June 29, 2019, the merger (the "Merger") of Leopard Merger Sub Inc., a subsidiary of the Issuer, with and into L3 Technologies, Inc. pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 12, 2018, was completed. On completion of the Merger, any vesting conditions applicable to performance stock units, automatically were deemed satisfied and accelerated in full with respect to a number of shares of the Issuer's common stock based on the greater of target and the actual level of performance through the effective time of the Merger (as determined by the compensation committee of the Board of the Issuer), with each earned performance stock unit settled in one share of the Issuer's common stock.

5. Settlement in shares of common stock of additional performance stock units from award described in footnote 4 that vested based on the performance determination.

6. The 3,317 performance stock units were awarded on August 24, 2018 (previously reported) and were initially scheduled to vest at the end of the three-year fiscal performance period ending July 2, 2021. On completion of the Merger, any vesting conditions applicable to performance stock units, automatically were deemed satisfied and accelerated in full with respect to a number of shares of the Issuer's common stock based on the greater of target and the actual level of performance through the effective time of the Merger (as determined by the compensation committee of the Board of the Issuer), with each earned performance stock unit settled in one share of the Issuer's common stock.

7. Settlement in shares of common stock of additional performance stock units from award described in footnote 6 that vested based on the performance determination.

8. The restricted stock units were awarded on August 25, 2017 (previously reported). Pursuant to the Merger Agreement, upon completion of the Merger, any vesting conditions applicable to each outstanding restricted stock unit, automatically and without any action on the part of the Reporting Person, were deemed satisfied and accelerated in full with each restricted stock unit settled in one share of the Issuer's common stock upon successful completion of the Merger.

9. Shares withheld by Issuer to pay tax liability on vesting of restricted stock units.

10. The restricted stock units were awarded on August 24, 2018 (previously reported). Pursuant to the Merger Agreement, on completion of the Merger, any vesting conditions applicable to each outstanding restricted stock unit, automatically were deemed satisfied and accelerated in full with each restricted stock unit settled in one share of the Issuer's common stock.

11. Includes 105.06 shares acquired through the Harris Corporation 401(k) Retirement Plan from 9/6/18 through 5/16/19 and 653.43 shares acquired through a broker dividend reinvestment program from 9/21/18 through 3/22/19.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ Scott T. Mikuen, Attorney-in-Fact, For: Sheldon J. Fox	07/02/2019
	** Signature of Reporting Person	Date
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L3Harris (LHX) Form 4L3HARRIS / SHELDON J FOX ownership change