SEC Form 4 · accession 0001209191-15-068803
L3HARRIS TECHNOLOGIES, INC. /DE/ · LHX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William M Brown
Officer — Chairman, President, and CEO
Period of report
May 29, 2015
Accepted (ET)
Sep 1, 2015 · 4:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000202058
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, Par Value $1.00F1 | May 29, 2015 | J | 195 | $79.22 | A | 91,254 | D | |
| Common Stock, Par Value $1.00 | Jul 20, 2015 | S | 195 | $81.25 | D | 91,059 | D | |
| Common Stock, Par Value $1.00F2 | Aug 28, 2015 | M | 45,700 | $0.00 | A | 136,759 | D | |
| Common Stock, Par Value $1.00F3 | Aug 28, 2015 | A | 9,369 | $0.00 | A | 146,128 | D | |
| Common Stock, Par Value $1.00F4 | Aug 28, 2015 | F | 23,102 | $77.54 | D | 123,026 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF2 | $0.00 | Aug 28, 2015 | M | 45,700 | D | — | — | Common Stock, Par Value $1.00 | 47,500 | 0 | D |
| Non-Qualified Stock Option (Right to Buy)F5 | $77.54 | Aug 28, 2015 | A | 257,740 | A | Aug 28, 2018 | Aug 28, 2025 | Common Stock, Par Value $1.00 | 257,740 | 257,740 | D |
| Non-Qualified Stock Option (Right to Buy)F6 | $77.54 | Aug 28, 2015 | A | 132,550 | A | Aug 28, 2018 | Aug 28, 2025 | Common Stock, Par Value $1.00 | 132,550 | 132,550 | D |
| Performance Stock UnitsF7 | $0.00 | Aug 28, 2015 | A | 44,140 | A | — | — | Common Stock, Par Value $1.00 | 44,140 | 44,140 | D |
| Performance Stock UnitsF8 | $0.00 | Aug 28, 2015 | A | 22,700 | A | — | — | Common Stock, Par Value $1.00 | 22,700 | 22,700 | D |
Explanation of responses
- F1The reporting person acquired common stock of the Issuer in a non-discretionary account managed by an Investment Advisor upon the completion of the merger of Exelis Inc. into a wholly-owned subsidiary of the Issuer pursuant to the Agreement and Plan of Merger, dated as of February 5, 2015, by and among the Issuer, Exelis and such wholly-owned subsidiary.
- F2This transaction represents the settlement of vested performance stock units in shares of common stock. These were performance stock units granted on 8/25/12 that vested on 7/3/15 and were paid in shares of common stock on 8/28/15. Each performance stock unit represents a contingent right to one share of the Issuer's common stock. The performance stock unit grant was previously reported.
- F3Increase in vested performance stock units granted 8/25/12 based upon performance stock unit payout formula resulting in an additional payment in shares of common stock on 8/28/15.
- F4Shares withheld by company to pay tax liability on vesting of performance stock units previously awarded.
- F5Of the 257,740 options granted on this 8/28/15 stock option, 85,914 options become exercisable on 8/28/16, an additional 85,913 options become exercisable on 8/28/17, and the remaining 85,913 options become exercisable on 8/28/18.
- F6Of the 132,550 options granted on this 8/28/15 stock option, all 132,550 options become exercisable on 8/28/18.
- F7Each 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 7/4/15. The 44,140 performance stock units will vest on 6/29/18. Vested shares are subject to future adjustment and will be delivered to the reporting person within two and one-half months of vesting.
- F8Each 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 7/4/15. The 22,700 performance stock units will vest on 6/29/18. Vested shares are subject to future adjustment and will be delivered to the reporting person within two and one-half months of vesting. The performance measures for these performance stock units relate to achievement of full-year run rate net synergies from the Exelis Inc. acquisition.
Remarks
Exhibit List: Exhibit 24 - Power of Attorney