Sec Form 4 Filing - Ortberg Robert Kelly @ UNITED TECHNOLOGIES CORP /DE/ - 2018-11-26

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 Ortberg Robert Kelly 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) CEO, Collins Aerospace Systems (Last) (First) (Middle) 10 FARM SPRINGS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/26/2018 (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 11/26/2018 A 58,945 A $ 0 ( 1 ) 59,259 D Common Stock 11/26/2018 A 47,086 A $ 0 ( 2 ) 106,345 D Common Stock 11/26/2018 A 10,998 A $ 0 ( 3 ) 117,343 D Common Stock 11/26/2018 A 1,879 A $ 0 ( 4 ) 1,879 I By Savings Plan Trustee

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 RSU ( 5 ) 11/26/2018 A 20,228 11/13/2019 ( 6 ) Common Stock 20,228 $ 0 20,228 D Restricted Stock Units RSU ( 5 ) 11/26/2018 A 30,341 11/13/2020 ( 6 ) Common Stock 30,341 $ 0 30,341 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ortberg Robert Kelly 10 FARM SPRINGS ROAD FARMINGTON, CT06032 CEO, Collins Aerospace Systems Signatures /s/ Ariel R. David as Attorney-in-Fact 11/28/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person disposed of his 406,900 outstanding Rockwell Collins stock options for Merger Consideration (as defined below) for each Net Option Share, as set forth in the Merger Agreement (as defined below), subject to the option, which resulted in the receipt of 58,945 shares of UTC common stock. ( 2 )In connection with UTC's acquisition of Rockwell Collins, Inc. (Rockwell Collins) effective on November 26, 2018, and pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of September 4, 2017 (the Merger Agreement), by and between UTC, Riveter Merger Sub Corp., a wholly owned subsidiary of UTC, and Rockwell Collins, each share of Rockwell Collins common stock was converted into the right to receive (i) $93.33 in cash, without interest and (ii) 0.37525 of a share of Company common stock and cash in lieu of fractional shares (together, the Merger Consideration) less any applicable withholding taxes. The reporting person held 125,481.5740 shares of Rockwell Collins common stock, which were exchanged for Merger Consideration that resulted in the receipt of 47,086 shares of UTC common stock. ( 3 )The reporting person disposed of 29,309 shares of Rockwell Collins common stock for Merger Consideration upon the immediate vesting of his FY17-19 performance shares at target pursuant to the Merger Agreement, which resulted in the receipt of 10,998 shares of UTC common stock. ( 4 )The reporting person received Merger Consideration for his holdings in the Rockwell Collins Savings Plan. The amount reported is an estimate of the stock portion of the Merger Consideration allocated to the reporting person's Savings Plan account. The Savings Plan will use the cash portion of the Merger Consideration to purchase additional shares of UTC common stock and the reporting persons's holdings through the Savings Plan will be updated accordingly. ( 5 )Each Restricted Stock Unit (RSU) that accrues during the vesting period represents a contingent right to receive one share of UTC common stock. ( 6 )The reporting person held 18,246 Rockwell Collins restricted stock units (RSUs) plus 27,368 FY18-20 Rockwell Collins performance shares that were exchanged for a number of UTC restricted stock units based upon the Equity Award Exchange Ratio set forth in the Merger Agreement. The 18,246 RSUs resulted in 20,228 UTC RSUs, of which 50 percent vest on Nov 13, 2019 and the remainder vest on November 13, 2020. The 27,368 Rockwell Collins performance shares converted to 30,341 UTC RSUs, which vest on October 2, 2020.

Remarks: ortberg.txt

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