Sec Form 4 Filing - Gill Charles D @ UNITED TECHNOLOGIES CORP /DE/ - 2018-11-27

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)
11/27/2018
(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 11/27/2018 A 22 A $ 0 ( 1 ) 25,051 D
Common Stock 8,490 I By Savings Plan Trustee
Common Stock 1,546.02 I By Spouse
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
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 12/06/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with UTC's acquisition of Rockwell Collins, Inc. (Rockwell Collins), effective on November 26, 2018, and pursuant to 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 UTC common stock and cash in lieu of fractional shares (together, the Merger Consideration) less any applicable withholding taxes. The Reporting Person held 60 shares of Rockwell Collins common stock, which, exchanged for Merger Consideration, resulted in the receipt of 22 shares of UTC common stock.

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