Sec Form 4 Filing - O'Brien Anthony F @ RAYTHEON CO/ - 2020-04-03

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
O'Brien Anthony F
2. Issuer Name and Ticker or Trading Symbol
RAYTHEON CO/ [ RTN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice President and CFO
(Last) (First) (Middle)
870 WINTER STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/03/2020
(Street)
WALTHAM, MA02451
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 ( 1 ) 04/03/2020 D 38,682 ( 2 ) D 0 D
Common Stock ( 1 ) 04/03/2020 D 4,567 D 0 I 401(k) ( 3 )
Common Stock ( 1 ) 04/03/2020 D 527 D 0 I Benefit Plan ( 4 )
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
Performance Stock Units ( 5 ) 04/03/2020 D 12,191 ( 5 ) ( 5 ) Common Stock 12,191 ( 5 ) 21,829 D
Performance Stock Units ( 6 ) 04/03/2020 D 13,163 ( 6 ) ( 6 ) Common Stock 13,163 ( 6 ) 8,666 D
Performance Stock Units ( 7 ) 04/03/2020 D 8,666 ( 7 ) ( 7 ) Common Stock 8,666 ( 7 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
O'Brien Anthony F
870 WINTER STREET
WALTHAM, MA02451
Vice President and CFO
Signatures
Dana Ng, Attorney-in-fact 04/07/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of the Agreement and Plan of Merger, dated as of June 9, 2019, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 9, 2020, by and between United Technologies Corporation ("UTC") and Raytheon Company ("Raytheon") (the "Merger Agreement"), on April 3, 2020 (the "Closing Date"), Raytheon became a wholly owned subsidiary of UTC, with UTC becoming Raytheon Technologies Corporation. Pursuant to the Merger Agreement, on the Closing Date, each share of Raytheon Common Stock held by the reporting person was converted automatically into 2.3348 shares of UTC Common Stock.
( 2 )Includes 15,055 restricted shares of Raytheon Common Stock that were converted into shares of UTC Common Stock and 23,627 restricted shares of Raytheon Common Stock that were converted into awards of restricted shares of UTC Common Stock, in each case pursuant to the terms of the Merger Agreement.
( 3 )The Reporting Person indirectly beneficially owned 4,567 shares of Raytheon Common Stock based on funds in the Reporting Person's Savings and Investment Plan/Excess Savings Plan Account.
( 4 )The Reporting Person indirectly beneficially owned 527 shares of Raytheon Common Stock based on funds in the Reporting Person's other employee benefit plan account.
( 5 )Represents performance-based restricted stock units ("PSUs") earned at a specific level pursuant to the term of the Merger Agreement and which had not been previously reported. The PSUs were originally granted under the 2018-2020 Long-Term Performance Plan. The PSUs were converted into an award of time-vesting UTC RSUs pursuant to the terms of the Merger Agreement.
( 6 )Represents PSUs earned at a specific level pursuant to the term of the Merger Agreement and which had not been previously reported. The PSUs were originally granted under the 2019-2021 Long-Term Performance Plan. The PSUs were converted into an award of time-vesting UTC RSUs pursuant to the terms of the Merger Agreement.
( 7 )Represents PSUs earned at a specific level pursuant to the term of the Merger Agreement and which had not been previously reported. The PSUs were originally granted under the 2020-2022 Long-Term Performance Plan. The PSUs were converted into an award of time-vesting UTC RSUs pursuant to the terms of the Merger Agreement.

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