Sec Form 4 Filing - Dambrosio Ralph @ L3 TECHNOLOGIES, INC. - 2019-02-11

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
Dambrosio Ralph
2. Issuer Name and Ticker or Trading Symbol
L3 TECHNOLOGIES, INC. [ LLL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O L3 TECHNOLOGIES, INC., 600 THIRD AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/11/2019
(Street)
NEW YORK, NY10016
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 02/11/2019 A 13,069 ( 1 ) A $ 0 70,170 ( 2 ) ( 3 ) D
Common Stock 02/11/2019 A 9,036 ( 4 ) A $ 0 79,206 ( 2 ) D
Common Stock 02/11/2019 F 4,425 ( 5 ) D $ 206.59 74,781 ( 2 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dambrosio Ralph
C/O L3 TECHNOLOGIES, INC.
600 THIRD AVENUE
NEW YORK, NY10016
See Remarks
Signatures
/s/ Allen E. Danzig as Attorney-in-Fact 02/13/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grant of restricted stock units which vest on the three-year anniversary of the grant date.
( 2 )Does not include shares issuable upon the exercise of options.
( 3 )Reflects additional shares acquired through the Company's Master Savings (401(k)) Plan.
( 4 )Represents shares acquired through the vesting of performance units settled in common stock. The performance units were granted on February 16, 2016.
( 5 )Represents the number of common shares surrendered to pay applicable tax withholding on the shares acquired through the vesting of the performance units.

Remarks:
Senior Vice President and Chief Financial Officer

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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