L3HARRIS TECHNOLOGIES, INC. /DE/ — Director's Dealing 2019

Jul 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: L3HARRIS TECHNOLOGIES, INC. /DE/ (LHX)
CIK: 0000202058
Period of Report: 2019-06-29

Reporting Person: KUBASIK CHRISTOPHER E (Director, Vice Chair, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-29	Common Stock, Par Value $1.00	A	147647	—	Acquired	147652	Direct
2019-06-29	Common Stock, Par Value $1.00	F	30403	$189.13	Disposed	117249	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-29	Stock Option (Right-to-Buy)	$97.24	A	66258	Acquired	2025-10-30	Common Stock, Par Value $1.00 (66258)	Direct
2019-06-29	Stock Option (Right-to-Buy)	$89.39	A	76190	Acquired	2026-02-16	Common Stock, Par Value $1.00 (76190)	Direct
2019-06-29	Stock Option (Right-to-Buy)	$129.85	A	56624	Acquired	2027-02-21	Common Stock, Par Value $1.00 (56624)	Direct
2019-06-29	Stock Option (Right-to-Buy)	$149.31	A	112138	Acquired	2027-12-20	Common Stock, Par Value $1.00 (112138)	Direct
2019-06-29	Stock Option (Right-to-Buy)	$162.30	A	97171	Acquired	2028-02-20	Common Stock, Par Value $1.00 (97171)	Direct

Footnotes

F1: Reflects shares of Common Stock, Par Value $1.00 of the Issuer ("Common Stock") acquired by the reporting person on June 29, 2019, upon completion of the merger (the "Merger") of Leopard Merger Sub Inc., a subsidiary of the Issuer, with and into L3 Technologies, Inc. ("L3") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 12, 2018. Pursuant to the Merger Agreement, upon successful completion of the Merger, each issued and outstanding share of L3 common stock was converted into the right to receive 1.30 shares of Common Stock (the "Exchange Ratio"). The amount reported in the "Amount of Securities Beneficially Owned" column includes 5 shares of Common Stock previously reported by the Reporting Person on Form 3.

F2: Includes 13,884 restricted stock units denominated in shares of Common Stock acquired by the reporting person on June 29, 2019, upon completion of the Merger pursuant to the Merger Agreement, which restricted stock units denominated in shares of Common Stock converted from L3 performance stock units based on the greater of the target and actual level of performance through the effective time of the Merger (as reasonably determined by the compensation committee of the Board of Directors of L3 after consultation with the Issuer). These restricted stock units will vest through the last day of the original performance period applicable to the L3 performance stock units, subject to Reporting Person's continued employment

F3: Includes 31,792 restricted stock awards of Common Stock acquired by the reporting person on June 29, 2019, upon completion of the Merger pursuant to the Merger Agreement. These restricted stock awards vest on 12/14/2021.

F4: Shares withheld by Issuer to pay tax liability incident to the vesting of L3 restricted stock units and performance stock units in the Merger and receipt of shares of Common Stock in settlement thereto.

F5: Pursuant to the Merger Agreement, upon completion of the Merger, any vesting conditions applicable to each outstanding L3 stock option granted prior to October 12, 2018, were deemed satisfied and accelerated in full, and each L3 stock option was converted into an option to purchase a number of shares of Common Stock equal to the product (rounded down to the nearest whole number) of (a) the number of shares of L3 common stock subject to the L3 stock option and (b) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of L3 common stock of the L3 stock option divided by (ii) the Exchange Ratio.