Statement of Changes in Beneficial Ownership (4)
April 08 2020 - 03:29PM
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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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
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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 * Acaba
Ralph H |
2. Issuer Name and Ticker or Trading
Symbol RAYTHEON CO/ [ RTN ] |
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 |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 (1) |
4/3/2020 |
|
D |
|
18811 (2) |
D |
(1) |
0 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
|
|
3048 |
(3) |
(3) |
Common Stock |
3048.0 |
(3) |
11736 |
D |
|
Performance Stock Units |
(4) |
4/3/2020 |
|
D |
|
|
3327 |
(4) |
(4) |
Common Stock |
3327.0 |
(4) |
8409 |
D |
|
Performance Stock Units |
(4) |
4/3/2020 |
|
D |
|
|
2866 |
(4) |
(4) |
Common Stock |
2866.0 |
(4) |
5543 |
D |
|
Performance Stock Units |
(5) |
4/3/2020 |
|
D |
|
|
5543 |
(5) |
(5) |
Common Stock |
5543.0 |
(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 7,909 restricted
shares of Raytheon Common Stock that were converted into shares of
UTC Common Stock and 10,902 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 term 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
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Acaba Ralph H
870 WINTER STREET
WALTHAM, MA 02451 |
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|
Vice President |
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Signatures
|
Dana Ng, Attorney-in-fact |
|
4/7/2020 |
**Signature of
Reporting Person |
Date |