Honeywell International (HON) Form 4 HONEYWELL INTERNATIONAL / CLIVE R HOLLICK 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^*

HOLLICK CLIVE R

(Last) (First) (Middle)

300 SOUTH TRYON STREET

(Street)

CHARLOTTE NC 28202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HONEYWELL INTERNATIONAL INC [ HON ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2020

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	02/05/2020		M		5,250	A	$45.81(1)	11,021	D
Common Stock	02/05/2020		M		5,250	A	$57.58(1)	16,271	D
Common Stock	02/05/2020		M		3,072	A	$56.08(1)	19,343	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$45.81(1)	02/05/2020		M			5,250(1)	04/01/2014(2)	04/26/2020	Common Stock	5,250(1)	$0	0	D
Stock Option (right to buy)	$57.58(1)	02/05/2020		M			5,250(1)	04/01/2015(3)	04/26/2021	Common Stock	5,250	$0	0	D
Stock Option (right to buy)	$56.08(1)	02/05/2020		M			3,072(1)	04/01/2016(4)	04/22/2020	Common Stock	3,072	$0	0	D

Explanation of Responses:

1. All options and restricted stock units held by the Reporting Person have been adjusted to increase the number of shares and, in the case of the options, reduce the exercise price, in a manner subject to the adjustment provisions of the AdvanSix Inc. spin-off from Honeywell which occurred on October 1, 2016; the Garrett Motion Inc. spin-off from Honeywell which occurred on October 1, 2018; and the Resideo Technologies, Inc. spin-off from Honeywell which occurred on October 29, 2018.

2. The Employee Stock Options were granted under the 2006 Non-Employee Director Plan of Honeywell International Inc. and vested in four equal annual installments, with the first installment vesting on April 1, 2011.

3. The Employee Stock Options were granted under the 2006 Non-Employee Director Plan of Honeywell International Inc. and vested in four equal annual installments, with the first installment vesting on April 1, 2012.

4. The Employee Stock Options were granted under the 2006 Non-Employee Director Plan of Honeywell International Inc. and vested in four equal annual installments, with the first installment vesting on April 1, 2013.

	Su Ping Lu for Clive Hollick	02/07/2020
	** Signature of Reporting Person	Date
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