SEC Form 4 · accession 0000930413-17-001996
HONEYWELL INTERNATIONAL INC · HON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David M Cote
Director
Period of report
Feb 10, 2017
Accepted (ET)
May 4, 2017 · 4:32 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000773840
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 10, 2017 | G | 95,453 | $0.00 | D | 0 | I | Held in a grantor retained annuity trust |
| Common StockF2 | Feb 10, 2017 | G | 95,453 | $0.00 | A | 95,453 | I | See footnote |
| Common StockF2 | May 2, 2017 | M | 283,975 | $28.19 | A | 379,428 | I | See footnote |
| Common StockF2 | May 2, 2017 | F | 174,561 | $131.14 | D | 204,867 | I | See footnote |
| Common StockF4 | May 2, 2017 | M | 955,437 | $39.95 | A | 1,032,239 | I | See footnote |
| Common StockF4 | May 2, 2017 | F | 629,362 | $131.14 | D | 402,877 | I | See footnote |
| Common StockF5 | May 3, 2017 | M | 653,720 | $58.15 | A | 971,215 | D | |
| Common Stock | May 3, 2017 | M | 671,462 | $28.19 | A | 1,642,677 | D | |
| Common StockF6 | May 3, 2017 | S | 898,796 | $130.74 | D | 743,881 | D | |
| Common StockF7 | May 3, 2017 | S | 70,854 | $131.27 | D | 673,027 | D | |
| Common Stock | holding | — | — | — | 24,913 | I | Held in 401(k) plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F8,F2,F9 | $28.19 | May 2, 2017 | M | 283,975 | D | — | Feb 23, 2019 | Common Stock | 283,975 | 0 | I |
| Stock Option (right to buy)F8,F4,F10 | $39.95 | May 2, 2017 | M | 955,437 | D | — | Feb 25, 2020 | Common Stock | 955,437 | 0 | I |
| Stock Option (right to buy)F8,F11 | $58.15 | May 3, 2017 | M | 653,720 | D | — | Feb 25, 2018 | Common Stock | 653,720 | 0 | D |
| Stock Option (right to buy)F8,F9 | $28.19 | May 3, 2017 | M | 671,462 | D | — | Feb 23, 2019 | Common Stock | 671,462 | 0 | D |
Explanation of responses
- F1Reflects a transfer from a terminating grantor retained annuity trust to a trust for the benefit of certain of Mr. Cote's family members.
- F10The Employee Stock Options were granted under the 2006 Stock Incentive Plan of Honeywell International Inc. and its Affiliates and vested in four equal annual installments, with the first installment vesting on 2/26/2011.
- F11The Employee Stock Options were granted under the 2006 Stock Incentive Plan of Honeywell International Inc. and its Affiliates and vested in four equal annual installments, with the first installment vesting on 2/26/2009.
- F2Held by a trust for the benefit of certain of Mr. Cote's family members for which Mr. Cote serves as an investment advisor. Mr. Cote disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F3Represents an exercise of employee stock options pursuant to the net settlement provision of the stock option, with shares of common stock withheld for the payment of exercise price and taxes. Following the exercise, Mr. Cote and his trusts remain in compliance with the ownership thresholds under the Stock Ownership Guidelines of the Company and are required under the Guidelines to hold the net gain shares (net of shares withheld to cover the exercise price and taxes) for at least one year.
- F4Held directly or indirectly by trusts for the benefit of certain of Mr. Cote's family members for which Mr. Cote serves as the investment advisor.
- F5Reflects an annuity payment from a grantor retained annuity trust, which was exempt from reporting pursuant to Rule 16a-13.
- F6The price reported in this column is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.13 to $131.12, inclusive. The Reporting Person undertakes to provide to Honeywell International Inc., any security holder of Honeywell International Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F7The price reported in this column is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.13 to $131.50, inclusive. The Reporting Person undertakes to provide to Honeywell International Inc., any security holder of Honeywell International Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F8All options have been adjusted to increase the number of shares and 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.
- F9The Employee Stock Options were granted under the 2006 Stock Incentive Plan of Honeywell International Inc. and its Affiliates and vested in four equal annual installments, with the first installment vesting on 2/24/2010.