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 *

RHOADS REBECCA R
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)
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  20460 (2)D (1)0 D  
Common Stock (1)4/3/2020  D  1853 D (1)0 I 401(k) (3)
Common Stock (1)4/3/2020  D  4101 D (1)0 I Benefit Plan (4)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (5)4/3/2020  D     2345   (5) (5)Common Stock 2345.0  (5)8320 D  
Restricted Stock Units  (6)4/3/2020  D     3623   (6) (6)Common Stock 3623.0  (6)4697 D  
Restricted Stock Units  (7)4/3/2020  D     4697   (7) (7)Common Stock 4697.0  (7)0 D  
Performance Stock Units  (8)4/3/2020  D     6857   (8) (8)Common Stock 6857.0  (8)11302 D  
Performance Stock Units  (9)4/3/2020  D     6815   (9) (9)Common Stock 6815.0  (9)4487 D  
Performance Stock Units  (10)4/3/2020  D     4487   (10) (10)Common Stock 4487.0  (10)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 18,704 restricted shares of Raytheon Common Stock that were converted into shares of UTC Common Stock and 1,756 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) The Reporting Person indirectly beneficially owned 1,853 shares of Raytheon Common Stock based on funds in the Reporting Person's Savings and Investment Plan Account.
(4) The Reporting Person indirectly beneficially owned 4,101 shares of Raytheon Common Stock based on funds in the Reporting Person's other employee benefit plan accounts.
(5) Time-based restricted stock units ("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.
(6) 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.
(7) 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.
(8) 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.
(9) 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.
(10) 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
Director10% OwnerOfficerOther
RHOADS REBECCA R
870 WINTER STREET
WALTHAM, MA 02451


Vice President

Signatures
Dana Ng, Attorney-in-fact4/7/2020
**Signature of Reporting PersonDate

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