Sec Form 3 Filing - LONGO PETER F. @ UNITED TECHNOLOGIES CORP /DE/ - 2014-11-23

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
LONGO PETER F.
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)
Acting Chief Financial Officer
(Last) (First) (Middle)
ONE FINANCIAL PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
11/23/2014
(Street)
HARTFORD, CT06101
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 14,530.9464 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 2 ) ( 2 ) ( 2 ) Common Stock 10,831.102 D
SRP Stock Unit ( 3 ) ( 3 ) ( 3 ) Common Stock 595.309 D
Stock Appreciation Right $ 71.63 01/04/2013 01/03/2020 Common Stock 10,700 D
Stock Appreciation Right $ 74.66 01/03/2015 01/02/2022 Common Stock 12,700 ( 4 ) D
Stock Appreciation Right $ 75.21 01/02/2011 01/01/2018 Common Stock 12,900 D
Stock Appreciation Right $ 78.99 01/03/2014 01/02/2021 Common Stock 11,800 D
Stock Appreciation Right $ 84 01/02/2016 01/01/2023 Common Stock 12,600 ( 5 ) D
Stock Appreciation Right $ 91.05 ( 6 ) 04/30/2023 Common Stock 67,250 D
Stock Appreciation Right $ 112.49 01/02/2017 01/01/2024 Common Stock 15,000 ( 7 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LONGO PETER F.
ONE FINANCIAL PLAZA
HARTFORD, CT06101
Acting Chief Financial Officer
Signatures
/s/ Charles F. Hildebrand as Attorney-in-Fact 12/02/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 7,285.816 deferred stock units, each having a value equal to one share of common stock. The reporting person previously elected to defer receipt of a portion of the shares of common stock that otherwise could be received on vesting of certain performance stock units. The deferrred stock units will settle in shares and are included in Table I as common stock equivalents.
( 2 )The restricted stock units vest on retirement from UTC on or after age 62 with a minimum of three years of service as a member of UTC's Executive Leadership Group. Each restricted stock unit represents a contingent right to receive one share of United Technologies Corporation Common Stock.
( 3 )Each Savings Restoration Plan ("SRP") stock unit is the economic equivalent of one share of UTC common stock. The reported SRP stock units were acquired under UTC's Savings Restoration Plan, an excess benefit plan, and are to be settled upon the reporting person's retirement or other termination of service.
( 4 )The reporting person was also awarded 3,370 performance share units (PSUs) under the UTC Long Term Incentive Plan. Each PSU has a value equal to one share of UTC common stock. These PSUs vest solely upon achievement of pre-established performance targets for UTC's earnings per share and total shareholder return over a three year time period.
( 5 )The reporting person was also awarded 3,080 performance share units (PSUs) under the UTC Long Term Incentive Plan. Each PSU has a value equal to one share of UTC common stock. These PSUs vest solely upon achievement of pre-established performance targets for UTC's earnings per share and total shareholder return over a three year time period.
( 6 )50% of the stock appreciation rights will be eligible for vesting on 12/31/2014 and 50% of the stock appreciation rights will be eligible for vesting on 12/31/2016, in each case subject to achievement of pre-established earnings and other financial targets.
( 7 )The reporting person was also awarded 3,900 performance share units (PSUs) under the UTC Long Term Incentive Plan. Each PSU has a value equal to one share of UTC common stock. These PSUs vest solely upon achievement of pre-established performance targets for UTC's earnings per share and total shareholder return over a three year time period.

Remarks:
longo.txt

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