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^*

Stackley Sean J

(Last)

(First)

(Middle)

C/O L3HARRIS TECHNOLOGIES, INC.

1025 WEST NASA BOULEVARD

(Street)

MELBOURNE

32919

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
L3HARRIS TECHNOLOGIES, INC. /DE/ [ LHX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2019

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	06/29/2019		A		8,219⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾	8,219	D
Common Stock, Par Value $1.00	06/29/2019		F		534⁽³⁾	D	$189.13	7,685	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)
Stock Option (Right-to-Buy)	$162.3	06/29/2019		A		2,210		06/29/2019⁽⁴⁾	02/20/2028	Common Stock, Par Value $1.00	2,210⁽⁴⁾	⁽⁴⁾	2,210⁽⁴⁾	D

Explanation of Responses:

1. 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 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").

2. Includes 6,293 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 restricted stock units. These restricted stock units will vest on 02/11/2022.

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

4. 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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ Scott T. Mikuen, Attorney-in-Fact, For Sean J. Stackley	07/02/2019
	** 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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