TEXTRON INC — Director's Dealing 2012

Mar 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEXTRON INC (TXT)
CIK: 0000217346
Period of Report: 2012-03-01

Reporting Person: YATES RICHARD L (Sr. VP & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	A	13033	—	Acquired	34543	Direct
2012-03-01	Common Stock	F	2346	$27.76	Disposed	32197	Direct
2012-03-01	Common Stock	M	17331	—	Acquired	49528	Direct
2012-03-01	Common Stock	D	17331	$27.76	Disposed	32197	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Employee Stock Option (Right to Buy)	$27.76	A	37350	Acquired	2022-02-28	Common Stock (37350)	Direct
2012-03-01	Cash-Settled Restricted Stock Units	$0	M	3734	Disposed		Common Stock (3734)	Direct
2012-03-01	Cash-Settled Restricted Stock Units	$0	M	11096	Disposed		Common Stock (11096)	Direct
2012-03-01	Cash-Settled Restricted Stock Units	$0	M	2501	Disposed		Common Stock (2501)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	69.205	Indirect

Footnotes

F1: The option vests in three (3) equal annual installments, beginning on March 1, 2013.

F2: Issued pursuant to the Textron 2007 Long-Term Incentive Plan.

F3: Each cash-settled restricted stock unit is valued upon vesting based upon the value of one (1) share of Textron Inc. Common Stock.

F4: Payable in cash in five (5) equal annual installments, beginning on March 1, 2010.

F5: Payable in cash in three (3) equal annual installments, beginning on March 1, 2010.

F6: Payable in cash in five (5) equal annual installments, beginning on March 1, 2011.