Statement of Changes in Beneficial Ownership (4)
April 08 2020 - 2:29PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Azevedo Roy |
2. Issuer Name and Ticker or Trading Symbol
RAYTHEON CO/
[
RTN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President |
(Last)
(First)
(Middle)
870 WINTER STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/3/2020 |
(Street)
WALTHAM, MA 02451
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock (1) | 4/3/2020 | | D | | 15976 (2) | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Performance Stock Units | (3) | 4/3/2020 | | D | | | 7295 | (3) | (3) | Common Stock | 7295.0 | (3) | 15282 | D | |
Performance Stock Units | (4) | 4/3/2020 | | D | | | 8419 | (4) | (4) | Common Stock | 8419.0 | (4) | 6863 | D | |
Performance Stock Units | (5) | 4/3/2020 | | D | | | 6863 | (5) | (5) | Common Stock | 6863.0 | (5) | 0 | D | |
Explanation of Responses: |
(1) | Pursuant to the terms of the Agreement and Plan of Merger, dated as of June 9, 2019, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 9, 2020, by and between United Technologies Corporation ("UTC") and Raytheon Company ("Raytheon") (the "Merger Agreement"), on April 3, 2020 (the "Closing Date"), Raytheon became a wholly owned subsidiary of UTC, with UTC becoming Raytheon Technologies Corporation. Pursuant to the Merger Agreement, on the Closing Date, each share of Raytheon Common Stock held by the reporting person was converted automatically into 2.3348 shares of UTC Common Stock. |
(2) | Includes 2,703 restricted shares of Raytheon Common Stock that were converted into shares of UTC Common Stock and 13,273 restricted shares of Raytheon Common Stock that were converted into awards of restricted shares of UTC Common Stock, in each case pursuant to the terms of the Merger Agreement. |
(3) | Represents performance-based restricted stock units ("PSUs") earned at a specific level pursuant to the terms of the Merger Agreement and which had not been previously reported. The PSUs were originally granted under the 2018-2020 Long-Term Performance Plan. The PSUs were converted into an award of time-vesting UTC RSUs pursuant to the terms of the Merger Agreement. |
(4) | Represents PSUs earned at a specific level pursuant to the terms of the Merger Agreement and which had not been previously reported. The PSUs were originally granted under the 2019-2021 Long-Term Performance Plan. The PSUs were converted into an award of time-vesting UTC RSUs pursuant to the terms of the Merger Agreement. |
(5) | Represents PSUs earned at a specific level pursuant to the terms of the Merger Agreement and which had not been previously reported. The PSUs were originally granted under the 2020-2022 Long-Term Performance Plan. The PSUs were converted into an award of time-vesting UTC RSUs pursuant to the terms of the Merger Agreement. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Azevedo Roy 870 WINTER STREET WALTHAM, MA 02451 |
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| Vice President |
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Signatures
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Dana Ng, Attorney-in-fact | | 4/7/2020 |
**Signature of Reporting Person | Date |
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