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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol L3HARRIS TECHNOLOGIES, INC. /DE/ [ LHX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 06/29/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) 07/02/2019 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, Par Value $1.00 | 06/29/2019 | A | 115,855(1)(2)(3)(4) | A | (2)(3)(4) | 115,860(1)(2) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. The amounts reported in the original Form 4 filed on July 2, 2019 (the "Original Form 4") incorrectly included an additional 31,792 shares due to an administrative error, which caused the reported amount of securities beneficially owned following the reported transaction to be overstated correspondingly in the Original Form 4 and a subsequent Form 4 filed on January 3, 2020. |
2. As reported in the Original Form 4, reflects shares of Common Stock, Par Value $1.00 of the Issuer ("Common Stock") acquired by the reporting person on June 29, 2019, upon completion of the merger (the "Merger") of Leopard Merger Sub Inc., a subsidiary of the Issuer, with and into L3 Technologies, Inc. ("L3") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 12, 2018. Pursuant to the Merger Agreement, upon successful completion of the Merger, each issued and outstanding share of L3 common stock was converted into the right to receive 1.30 shares of Common Stock (the "Exchange Ratio"). The amount reported in the "Amount of Securities Beneficially Owned" column includes 5 shares of Common Stock previously reported by the Reporting Person on Form 3. |
3. As reported in the Original Form 4, includes 13,884 restricted stock units denominated in shares of Common Stock acquired by the reporting person on June 29, 2019, upon completion of the Merger pursuant to the Merger Agreement, which restricted stock units denominated in shares of Common Stock converted from L3 performance stock units based on the greater of the target and actual level of performance through the effective time of the Merger (as reasonably determined by the compensation committee of the Board of Directors of L3 after consultation with the Issuer). These restricted stock units will vest through the last day of the original performance period applicable to the L3 performance stock units, subject to Reporting Person's continued employment. |
4. As reported in the Original Form 4, includes 31,792 restricted stock awards of Common Stock acquired by the reporting person on June 29, 2019, upon completion of the Merger pursuant to the Merger Agreement. These restricted stock awards vest on 12/14/2021. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
By: /s/ Robert A. Johnson Jr., Attorney-in-Fact For: Christopher E. Kubasik | 05/22/2020 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |