Sec Form 4 Filing - COTE DAVID M @ HONEYWELL INTERNATIONAL INC - 2017-02-10

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
COTE DAVID M
2. Issuer Name and Ticker or Trading Symbol
HONEYWELL INTERNATIONAL INC [ HON]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
115 TABOR ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2017
(Street)
MORRIS PLAINS, NJ07950
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 02/10/2017 G( 1 ) V 95,452.6 D $ 0 0 I Held in a grantor retained annuity trust
Common Stock 02/10/2017 G( 1 ) V 95,452.6 A $ 0 95,452.6 I See footnote ( 2 )
Common Stock 05/02/2017 M 283,975 A $ 28.19 379,427.6 I See footnote ( 2 )
Common Stock 05/02/2017 F( 3 ) 174,561 D $ 131.14 204,866.6 I See footnote ( 2 )
Common Stock 05/02/2017 M 955,437 A $ 39.95 1,032,239 I See footnote ( 4 )
Common Stock 05/02/2017 F( 3 ) 629,362 D $ 131.14 402,877 I See footnote ( 4 )
Common Stock 05/03/2017 M 653,720 A $ 58.15 971,215 ( 5 ) D
Common Stock 05/03/2017 M 671,462 A $ 28.19 1,642,677 D
Common Stock 05/03/2017 S 898,796 D $ 130.74 ( 6 ) 743,881 D
Common Stock 05/03/2017 S 70,854 D $ 131.27 ( 7 ) 673,027 D
Common Stock 24,913 I Held in 401(k) plan
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
Stock Option (right to buy) $ 28.19 ( 8 ) 05/02/2017 M 283,975 ( 8 ) ( 9 ) 02/23/2019 Common Stock 283,975 $ 0 0 I See footnote ( 2 )
Stock Option (right to buy) $ 39.95 ( 8 ) 05/02/2017 M 955,437 ( 8 ) ( 10 ) 02/25/2020 Common Stock 955,437 $ 0 0 I See footnote ( 4 )
Stock Option (right to buy) $ 58.15 ( 8 ) 05/03/2017 M 653,720 ( 8 ) ( 11 ) 02/25/2018 Common Stock 653,720 $ 0 0 D
Stock Option (right to buy) $ 28.19 ( 8 ) 05/03/2017 M 671,462 ( 8 ) ( 9 ) 02/23/2019 Common Stock 671,462 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COTE DAVID M
115 TABOR ROAD
MORRIS PLAINS, NJ07950
X
Signatures
/s/ Jacqueline Katzel for David M. Cote 05/04/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects a transfer from a terminating grantor retained annuity trust to a trust for the benefit of certain of Mr. Cote's family members.
( 2 )Held by a trust for the benefit of certain of Mr. Cote's family members for which Mr. Cote serves as an investment advisor. Mr. Cote disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
( 3 )Represents an exercise of employee stock options pursuant to the net settlement provision of the stock option, with shares of common stock withheld for the payment of exercise price and taxes. Following the exercise, Mr. Cote and his trusts remain in compliance with the ownership thresholds under the Stock Ownership Guidelines of the Company and are required under the Guidelines to hold the net gain shares (net of shares withheld to cover the exercise price and taxes) for at least one year.
( 4 )Held directly or indirectly by trusts for the benefit of certain of Mr. Cote's family members for which Mr. Cote serves as the investment advisor.
( 5 )Reflects an annuity payment from a grantor retained annuity trust, which was exempt from reporting pursuant to Rule 16a-13.
( 6 )The price reported in this column is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.13 to $131.12, inclusive. The Reporting Person undertakes to provide to Honeywell International Inc., any security holder of Honeywell International Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 7 )The price reported in this column is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.13 to $131.50, inclusive. The Reporting Person undertakes to provide to Honeywell International Inc., any security holder of Honeywell International Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 8 )All options have been adjusted to increase the number of shares and reduce the exercise price, in a manner subject to the adjustment provisions of the AdvanSix Inc. spin-off from Honeywell which occurred on October 1, 2016.
( 9 )The Employee Stock Options were granted under the 2006 Stock Incentive Plan of Honeywell International Inc. and its Affiliates and vested in four equal annual installments, with the first installment vesting on 2/24/2010.
( 10 )The Employee Stock Options were granted under the 2006 Stock Incentive Plan of Honeywell International Inc. and its Affiliates and vested in four equal annual installments, with the first installment vesting on 2/26/2011.
( 11 )The Employee Stock Options were granted under the 2006 Stock Incentive Plan of Honeywell International Inc. and its Affiliates and vested in four equal annual installments, with the first installment vesting on 2/26/2009.

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