Sec Form 4 Filing - Gill Charles D @ UNITED TECHNOLOGIES CORP /DE/ - 2016-12-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Gill Charles D
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)
Executive VP & General Counsel
(Last) (First) (Middle)
10 FARM SPRINGS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2016
(Street)
FARMINGTON, CT06032
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 12/07/2016 M 45,000 ( 1 ) A $ 70.81 76,778 D
Common Stock 12/07/2016 S 15,796 D $ 108.9779 ( 2 ) 60,982 D
Common Stock 12/07/2016 D 29,204 D $ 109.11 31,778 D
Common Stock 7,580 I By Savings Plan Trustee
Common Stock 1,546.02 I By Spouse's IRA
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
Stock Appreciation Right $ 70.81 12/07/2016 M 45,000 ( 3 ) 04/08/2018 Common Stock 45,000 $ 0 45,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gill Charles D
10 FARM SPRINGS ROAD
FARMINGTON, CT06032
Executive VP & General Counsel
Signatures
/s/ Ariel R. David as Attorney-in-Fact 12/09/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Stock Appreciation Rights (SARs) were settled in shares in accordance with terms of the award. For Section 16 reporting purposes, the exercise of SARs for stock is treated as an exempt acquisition of the shares underlying the SARs at the exercise price per share specified in the award of SARs and a simultaneous sale back to the issuer of a number of the underlying shares having a value, based on the market price of the issuer's stock on the date of the exercise, equal to the product of the number of underlying SARs times the exercise price per share.
( 2 )The price reported in Column 4 is a weighted average price for shares sold in multiple transactions. The sale prices ranged from $108.950 to $109.092 per share. The reporting person has provided to the issuer, and undertakes to provide to the Commission staff or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
( 3 )50% of the stock appreciation rights became exercisable on April 9, 2011 and the remaining 50% became exercisable on April 9, 2012.

Remarks:
gill.txt

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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