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
                      
1. Name and Address of Reporting Person * Kennedy Thomas A 2. Issuer Name and Ticker or Trading Symbol RAYTHEON CO/ [ RTN ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chairman and CEO
(Last)         (First)         (Middle)
870 WINTER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
4/3/2020
(Street)
WALTHAM, MA 02451
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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    142229  D  (1) 0  D   

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
Restricted Stock Units   (2) 4/3/2020    D        8423    (2)  (2) Common Stock  8423.0   (2) 65178  D   
Restricted Stock Units   (3) 4/3/2020    D        13784    (3)  (3) Common Stock  13784.0   (3) 51394  D   
Restricted Stock Units   (4) 4/3/2020    D        22384    (4)  (4) Common Stock  22384.0   (4) 29010  D   
Restricted Stock Units   (5) 4/3/2020    D        29010    (5)  (5) Common Stock  29010.0   (5) 0  D   
Performance Stock Units   (6) 4/3/2020    D        44193    (6)  (6) Common Stock  44193.0   (6) 69805  D   
Performance Stock Units   (7) 4/3/2020    D        42091    (7)  (7) Common Stock  42091.0   (7) 27714  D   
Performance Stock Units   (8) 4/3/2020    D        27714    (8)  (8) Common Stock  27714.0   (8) 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)  Time-based restricted stock units ("RSUs"), granted on March 29, 2017, that represent the right to receive one share of Raytheon Common Stock per unit. These RSUs were converted into shares of UTC Common Stock pursuant to the terms of the Merger Agreement.
(3)  Time-based RSUs, granted on March 21, 2018, that represent the right to receive one share of Raytheon Common Stock per unit. These RSUs were converted into awards of UTC RSUs pursuant to the terms of the Merger Agreement.
(4)  Time-based RSUs, granted on March 20, 2019, that represent the right to receive one share of Raytheon Common Stock per unit. These RSUs were converted into awards of UTC RSUs pursuant to the terms of the Merger Agreement.
(5)  Time-based RSUs, granted on March 25, 2020, that represent the right to receive one share of Raytheon Common Stock per unit. These RSUs were converted into awards of UTC RSUs pursuant to the terms of the Merger Agreement.
(6)  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.
(7)  Represents 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 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.
(8)  Represents 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 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
Kennedy Thomas A
870 WINTER STREET
WALTHAM, MA 02451
X
Chairman and CEO

Signatures
Dana Ng, Attorney-in-fact 4/7/2020
**Signature of Reporting Person Date