SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ortberg Robert Kelly

(Last)

(First)

(Middle)

10 FARM SPRINGS ROAD

(Street)

FARMINGTON

06032

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED TECHNOLOGIES CORP /DE/ [ UTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, Collins Aerospace Systems

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/26/2018		A		58,945	A	$0⁽¹⁾	59,259	D
Common Stock	11/26/2018		A		47,086	A	$0⁽²⁾	106,345	D
Common Stock	11/26/2018		A		10,998	A	$0⁽³⁾	117,343	D
Common Stock	11/26/2018		A		1,879	A	$0⁽⁴⁾	1,879	I	By Savings Plan Trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units RSU	⁽⁵⁾	11/26/2018		A		20,228		11/13/2019	⁽⁶⁾	Common Stock	20,228	$0.0000	20,228	D
Restricted Stock Units RSU	⁽⁵⁾	11/26/2018		A		30,341		11/13/2020	⁽⁶⁾	Common Stock	30,341	$0.0000	30,341	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

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

6. 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.

Remarks:

ortberg.txt

	/s/ Ariel R. David as Attorney-in-Fact	11/28/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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