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^*

COTE DAVID M

(Last)

(First)

(Middle)

115 TABOR ROAD

(Street)

MORRIS PLAINS

07950

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HONEYWELL INTERNATIONAL INC [ HON ]

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)
02/10/2017

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	02/10/2017		G⁽¹⁾	V	95,452.6	D	$0	0	I	Held in a grantor retained annuity trust
Common Stock	02/10/2017		G⁽¹⁾	V	95,452.6	A	$0	95,452.6	I	See footnote⁽²⁾
Common Stock	05/02/2017		M		283,975	A	$28.19	379,427.6	I	See footnote⁽²⁾
Common Stock	05/02/2017		F⁽³⁾		174,561	D	$131.14	204,866.6	I	See footnote⁽²⁾
Common Stock	05/02/2017		M		955,437	A	$39.95	1,032,239	I	See footnote⁽⁴⁾
Common Stock	05/02/2017		F⁽³⁾		629,362	D	$131.14	402,877	I	See footnote⁽⁴⁾
Common Stock	05/03/2017		M		653,720	A	$58.15	971,215⁽⁵⁾	D
Common Stock	05/03/2017		M		671,462	A	$28.19	1,642,677	D
Common Stock	05/03/2017		S		898,796	D	$130.74⁽⁶⁾	743,881	D
Common Stock	05/03/2017		S		70,854	D	$131.27⁽⁷⁾	673,027	D
Common Stock								24,913	I	Held in 401(k) plan

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)	$28.19⁽⁸⁾	05/02/2017		M			283,975⁽⁸⁾	⁽⁹⁾	02/23/2019	Common Stock	283,975	$0	0	I	See footnote⁽²⁾
Stock Option (right to buy)	$39.95⁽⁸⁾	05/02/2017		M			955,437⁽⁸⁾	⁽¹⁰⁾	02/25/2020	Common Stock	955,437	$0	0	I	See footnote⁽⁴⁾
Stock Option (right to buy)	$58.15⁽⁸⁾	05/03/2017		M			653,720⁽⁸⁾	⁽¹¹⁾	02/25/2018	Common Stock	653,720	$0	0	D
Stock Option (right to buy)	$28.19⁽⁸⁾	05/03/2017		M			671,462⁽⁸⁾	⁽⁹⁾	02/23/2019	Common Stock	671,462	$0	0	D

Explanation of Responses:

1. Reflects a transfer from a terminating grantor retained annuity trust to a trust for the benefit of certain of Mr. Cote's family members.

2. Held by a trust for the benefit of certain of Mr. Cote's family members for which Mr. Cote serves as an investment advisor. Mr. Cote disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. Represents an exercise of employee stock options pursuant to the net settlement provision of the stock option, with shares of common stock withheld for the payment of exercise price and taxes. Following the exercise, Mr. Cote and his trusts remain in compliance with the ownership thresholds under the Stock Ownership Guidelines of the Company and are required under the Guidelines to hold the net gain shares (net of shares withheld to cover the exercise price and taxes) for at least one year.

4. Held directly or indirectly by trusts for the benefit of certain of Mr. Cote's family members for which Mr. Cote serves as the investment advisor.

5. Reflects an annuity payment from a grantor retained annuity trust, which was exempt from reporting pursuant to Rule 16a-13.

6. The price reported in this column is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.13 to $131.12, inclusive. The Reporting Person undertakes to provide to Honeywell International Inc., any security holder of Honeywell International Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The price reported in this column is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.13 to $131.50, inclusive. The Reporting Person undertakes to provide to Honeywell International Inc., any security holder of Honeywell International Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. All options have been adjusted to increase the number of shares and reduce the exercise price, in a manner subject to the adjustment provisions of the AdvanSix Inc. spin-off from Honeywell which occurred on October 1, 2016.

9. The Employee Stock Options were granted under the 2006 Stock Incentive Plan of Honeywell International Inc. and its Affiliates and vested in four equal annual installments, with the first installment vesting on 2/24/2010.

10. The Employee Stock Options were granted under the 2006 Stock Incentive Plan of Honeywell International Inc. and its Affiliates and vested in four equal annual installments, with the first installment vesting on 2/26/2011.

11. The Employee Stock Options were granted under the 2006 Stock Incentive Plan of Honeywell International Inc. and its Affiliates and vested in four equal annual installments, with the first installment vesting on 2/26/2009.

	/s/ Jacqueline Katzel for David M. Cote	05/04/2017
	** 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).
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