SEC Form 4 · accession 0001225208-18-015943
RTX Corp · RTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Robert Kelly Ortberg
Officer — CEO, Collins Aerospace Systems
Period of report
Nov 26, 2018
Accepted (ET)
Nov 28, 2018 · 6:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000101829
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 26, 2018 | A | 58,945 | $0.00 | A | 59,259 | D | |
| Common StockF2 | Nov 26, 2018 | A | 47,086 | $0.00 | A | 106,345 | D | |
| Common StockF3 | Nov 26, 2018 | A | 10,998 | $0.00 | A | 117,343 | D | |
| Common StockF4 | Nov 26, 2018 | A | 1,879 | $0.00 | A | 1,879 | I | By Savings Plan Trustee |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units RSUF5,F6 | — | Nov 26, 2018 | A | 20,228 | A | Nov 13, 2019 | — | Common Stock | 20,228 | 20,228 | D |
| Restricted Stock Units RSUF5,F6 | — | Nov 26, 2018 | A | 30,341 | A | Nov 13, 2020 | — | Common Stock | 30,341 | 30,341 | D |
Explanation of responses
- F1The reporting person disposed of his 406,900 outstanding Rockwell Collins stock options for Merger Consideration (as defined below) for each Net Option Share, as set forth in the Merger Agreement (as defined below), subject to the option, which resulted in the receipt of 58,945 shares of UTC common stock.
- F2In connection with UTC's acquisition of Rockwell Collins, Inc. (Rockwell Collins) effective on November 26, 2018, and pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of September 4, 2017 (the Merger Agreement), by and between UTC, Riveter Merger Sub Corp., a wholly owned subsidiary of UTC, and Rockwell Collins, each share of Rockwell Collins common stock was converted into the right to receive (i) $93.33 in cash, without interest and (ii) 0.37525 of a share of Company common stock and cash in lieu of fractional shares (together, the Merger Consideration) less any applicable withholding taxes. The reporting person held 125,481.5740 shares of Rockwell Collins common stock, which were exchanged for Merger Consideration that resulted in the receipt of 47,086 shares of UTC common stock.
- F3The reporting person disposed of 29,309 shares of Rockwell Collins common stock for Merger Consideration upon the immediate vesting of his FY17-19 performance shares at target pursuant to the Merger Agreement, which resulted in the receipt of 10,998 shares of UTC common stock.
- F4The reporting person received Merger Consideration for his holdings in the Rockwell Collins Savings Plan. The amount reported is an estimate of the stock portion of the Merger Consideration allocated to the reporting person's Savings Plan account. The Savings Plan will use the cash portion of the Merger Consideration to purchase additional shares of UTC common stock and the reporting persons's holdings through the Savings Plan will be updated accordingly.
- F5Each Restricted Stock Unit (RSU) that accrues during the vesting period represents a contingent right to receive one share of UTC common stock.
- F6The reporting person held 18,246 Rockwell Collins restricted stock units (RSUs) plus 27,368 FY18-20 Rockwell Collins performance shares that were exchanged for a number of UTC restricted stock units based upon the Equity Award Exchange Ratio set forth in the Merger Agreement. The 18,246 RSUs resulted in 20,228 UTC RSUs, of which 50 percent vest on Nov 13, 2019 and the remainder vest on November 13, 2020. The 27,368 Rockwell Collins performance shares converted to 30,341 UTC RSUs, which vest on October 2, 2020.
Remarks
ortberg.txt