Sec Form 4 Filing - Flink Michael David @ RESIDEO TECHNOLOGIES, INC. - 2018-10-29

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Flink Michael David 2. Issuer Name and Ticker or Trading Symbol RESIDEO TECHNOLOGIES, INC. [ REZI] 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) 1985 DOUGLAS DRIVE NORTH 3. Date of Earliest Transaction (MM/DD/YY) 10/29/2018 (Street) GOLDEN VALLEY, MN55422 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

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 ( 1 ) 10/29/2018 A 33,690 ( 1 ) ( 1 ) Common Stock 33,690 $ 0 33,690 D Restricted Stock Units ( 2 ) 10/29/2018 A 6,794 ( 2 ) ( 2 ) Common Stock 6,794 $ 0 6,794 D Restricted Stock Units ( 3 ) 10/29/2018 A 6,109 ( 3 ) ( 3 ) Common Stock 6,109 $ 0 6,109 D Restricted Stock Units ( 4 ) 10/29/2018 A 6,444 ( 4 ) ( 4 ) Common Stock 6,444 $ 0 6,444 D Restricted Stock Units ( 5 ) 10/29/2018 A 2,403 ( 5 ) ( 5 ) Common Stock 2,403 $ 0 2,403 D Restricted Stock Units ( 6 ) 10/29/2018 A 6,157 ( 6 ) ( 6 ) Common Stock 6,157 $ 0 6,157 D Restricted Stock Units ( 7 ) 10/29/2018 A 20,641 ( 7 ) ( 7 ) Common Stock 20,641 $ 0 20,641 D Restricted Stock Units ( 8 ) 10/29/2018 A 7,811 ( 8 ) ( 8 ) Common Stock 7,811 $ 0 7,811 D Restricted Stock Units ( 9 ) 10/29/2018 A 27,902 ( 9 ) ( 9 ) Common Stock 27,902 $ 0 27,902 D Restricted Stock Units ( 10 ) 10/29/2018 A 7,563 ( 10 ) ( 10 ) Common Stock 7,563 $ 0 7,563 D Restricted Stock Units ( 11 ) 10/29/2018 A 15,596 ( 11 ) ( 11 ) Common Stock 15,596 $ 0 15,596 D Restricted Stock Units ( 12 ) 10/29/2018 A 8,607 ( 12 ) ( 12 ) Common Stock 8,607 $ 0 8,607 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flink Michael David 1985 DOUGLAS DRIVE NORTH GOLDEN VALLEY, MN55422 See Remarks Signatures /s/ Jacqueline W. Katzel, as Attorney-in-Fact for Michael D. Flink 10/31/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant of restricted stock units pursuant to the initial Founder's Grants of Resideo Technologies, Inc., a Delaware corporation ("Resideo"), which will vest as to 50% on October 29, 2021 and 50% on October 29, 2022, subject to continued employment. ( 2 )Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell International Inc. ("Honeywell") into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest in equal installments on February 27, 2019, February 27, 2020, February 27, 2021 and February 27, 2022, subject to continued employment. ( 3 )Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest in equal installments on February 28, 2019, February 28, 2020 and February 28, 2021, subject to continued employment. ( 4 )Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest in equal installments on February 25, 2019 and February 25, 2020, subject to continued employment. ( 5 )Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest on February 26, 2019, subject to continued employment. ( 6 )Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest on February 27, 2021, subject to continued employment. ( 7 )Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest 33% on July 27, 2019, 33% on July 27, 2021 and 34% on July 27, 2023, subject to continued employment. ( 8 )Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest on February 28, 2020, subject to continued employment. ( 9 )Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest 33% on June 1, 2019, 33% on June 1, 2021 and 34% on June 1, 2023, subject to continued employment. ( 10 )Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest on February 25, 2019, subject to continued employment. ( 11 )Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest 49% on July 25, 2019 and 51% on July 25, 2021. ( 12 )Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest on March 15, 2020, subject to continued employment.

Remarks: EVP AND CHIEF SALES AND MARKETING 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.