RTX Corp — Director's Dealing 2018

Nov 28, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNITED TECHNOLOGIES CORP /DE/ (UTX)
CIK: 0000101829
Period of Report: 2018-11-26

Reporting Person: Ortberg Robert Kelly (CEO, Collins Aerospace Systems)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-26	Common Stock	A	58945.0000	—	Acquired	59259.0000	Direct
2018-11-26	Common Stock	A	47086.0000	—	Acquired	106345.0000	Direct
2018-11-26	Common Stock	A	10998.0000	—	Acquired	117343.0000	Direct
2018-11-26	Common Stock	A	1879.0000	—	Acquired	1879.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-26	Restricted Stock Units RSU	$	A	20228.0000	Acquired		Common Stock (20228.0000)	Direct
2018-11-26	Restricted Stock Units RSU	$	A	30341.0000	Acquired		Common Stock (30341.0000)	Direct

Footnotes

F1: The reporting person disposed of his 406,900 outstanding Rockwell Collins stock options for Merger Consideration (as defined below) for each Net Option Share, as set forth in the Merger Agreement (as defined below), subject to the option, which resulted in the receipt of 58,945 shares of UTC common stock.

F2: In connection with UTC's acquisition of Rockwell Collins, Inc. (Rockwell Collins) effective on November 26, 2018, and pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of September 4, 2017 (the Merger Agreement), by and between UTC, Riveter Merger Sub Corp., a wholly owned subsidiary of UTC, and Rockwell Collins, each share of Rockwell Collins common stock was converted into the right to receive (i) $93.33 in cash, without interest and (ii) 0.37525 of a share of Company common stock and cash in lieu of fractional shares (together, the Merger Consideration) less any applicable withholding taxes. The reporting person held 125,481.5740 shares of Rockwell Collins common stock, which were exchanged for Merger Consideration that resulted in the receipt of 47,086 shares of UTC common stock.

F3: The reporting person disposed of 29,309 shares of Rockwell Collins common stock for Merger Consideration upon the immediate vesting of his FY17-19 performance shares at target pursuant to the Merger Agreement, which resulted in the receipt of 10,998 shares of UTC common stock.

F4: The reporting person received Merger Consideration for his holdings in the Rockwell Collins Savings Plan. The amount reported is an estimate of the stock portion of the Merger Consideration allocated to the reporting person's Savings Plan account. The Savings Plan will use the cash portion of the Merger Consideration to purchase additional shares of UTC common stock and the reporting persons's holdings through the Savings Plan will be updated accordingly.

F5: Each Restricted Stock Unit (RSU) that accrues during the vesting period represents a contingent right to receive one share of UTC common stock.

F6: The reporting person held 18,246 Rockwell Collins restricted stock units (RSUs) plus 27,368 FY18-20 Rockwell Collins performance shares that were exchanged for a number of UTC restricted stock units based upon the Equity Award Exchange Ratio set forth in the Merger Agreement. The 18,246 RSUs resulted in 20,228 UTC RSUs, of which 50 percent vest on Nov 13, 2019 and the remainder vest on November 13, 2020. The 27,368 Rockwell Collins performance shares converted to 30,341 UTC RSUs, which vest on October 2, 2020.