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^*

HAY LEWIS III

(Last)

(First)

(Middle)

11770 U.S. HIGHWAY 1, SUITE 310

(Street)

PALM BEACH GARDENS

33408

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARRIS CORP /DE/ [ HRS ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2014

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, Par Value $1.00	03/05/2014		M⁽¹⁾		4,228	A	$27.3	8,456	D
Common Stock, Par Value $1.00	03/05/2014		S⁽¹⁾		4,228	D	$74.6154⁽²⁾	4,228	D

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)
Non-Qualified Stock Option (Right to Buy)	$27.3	03/05/2014		M⁽¹⁾			4,228	10/22/2007	10/22/2014	Common Stock, Par Value $1.00	4,228	$0.00	0	D
Phantom Stock Units	⁽³⁾	03/04/2014		I			30,000	⁽⁴⁾	⁽⁴⁾	Common Stock, Par Value $1.00	30,000⁽⁵⁾	$73.79	35,067.95	D

Explanation of Responses:

1. The exercise of an option and sale of the underlying 4,228 shares on March 5, 2014 as reported on this Form 4 were sold pursuant to a sale plan adopted by the reporting person on December 2, 2013, pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934.

2. The price reported in Column 4 is a weighted average sale price. The 4,228 shares were sold in multiple transactions at prices ranging from $74.38 to $75.02 and a weighted average sale price of $74.6154. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

3. Each phantom stock unit is the economic equivalent of one share of the Issuer's common stock.

4. The phantom stock units were accrued under the Harris Corporation 2005 Directors' Deferred Compensation Plan. The phantom stock units are to be settled in cash upon the reporting person's retirement or other events. The reporting person may also transfer the phantom stock units into alternative investment accounts in certain other instances if applicable ownership guidelines are satisfied.

5. The disposition of 30,000 phantom stock units, as reported in this Form 4, was effected pursuant to a Harris Stock Fund Transfer and Instruction Plan adopted by the reporting person on December 2, 2013. The value of such 30,000 phantom stock units in the Harris Corporation 2005 Directors' Deferred Compensation Plan was transferred into alternative investment accounts under the Harris Corporation 2005 Directors' Deferred Compensation Plan.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ Scott T. Mikuen, Attorney-in-Fact, For: Lewis Hay III	03/06/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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