Sec Form 3 Filing - Madsen Michael R @ HONEYWELL INTERNATIONAL INC - 2019-10-15

FORM 3 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 Madsen Michael R 2. Issuer Name and Ticker or Trading Symbol HONEYWELL INTERNATIONAL INC [ HON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO, Aerospace (Last) (First) (Middle) 300 SOUTH TRYON STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/15/2019 (Street) CHARLOTTE, NC28202 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 28,281 ( 1 ) D Common Stock 227.396 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 Employee Stock Options (right to buy) $ 89.48 ( 15 ) 02/26/2024 Common Stock 16,007 D Employee Stock Options (right to buy) $ 98.93 ( 15 ) 02/25/2025 Common Stock 13,696 D Employee Stock Options (right to buy) $ 98.7 ( 2 ) 02/24/2026 Common Stock 23,107 D Employee Stock Options (right to buy) $ 119.69 ( 3 ) 02/27/2027 Common Stock 24,021 D Employee Stock Options (right to buy) $ 148.79 ( 4 ) 02/26/2028 Common Stock 24,021 D Employee Stock Options (right to buy) $ 154.22 ( 5 ) 02/25/2029 Common Stock 23,735 D Restricted Stock Units ( 7 ) ( 6 ) ( 6 ) Common Stock 2,146 D Restricted Stock Units ( 7 ) ( 8 ) ( 8 ) Common Stock 3,521 D Restricted Stock Units ( 7 ) ( 9 ) ( 9 ) Common Stock 3,437 D Restricted Stock Units ( 7 ) ( 10 ) ( 10 ) Common Stock 3,502 D Restricted Stock Units ( 7 ) ( 11 ) ( 11 ) Common Stock 3,437 D Restricted Stock Units ( 7 ) ( 12 ) ( 12 ) Common Stock 3,314 D Restricted Stock Units ( 7 ) ( 13 ) ( 13 ) Common Stock 8,629 D Supplemental Savings Plan Interests ( 14 ) ( 14 ) ( 14 ) Common Stock 340.482 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Madsen Michael R 300 SOUTH TRYON STREET CHARLOTTE, NC28202 President & CEO, Aerospace Signatures Su Ping Lu for Michael R. Madsen 10/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes shares held in a separate dividend reinvestment plan account of a family member over which the reporting person has power of attorney. ( 2 )The Employee Stock Options were granted under the 2011 Stock Incentive Plan with 17,330 options fully vested and 5,777 options vesting on February 25, 2020. ( 3 )The Employee Stock Options were granted under the 2016 Stock Incentive Plan with 12,010 options fully vested and 6,005 options vesting on February 28, 2020 and 6,006 on February 28, 2021. ( 4 )The Employee Stock Options were granted under the 2016 Stock Incentive Plan with 6,004 options full vested and 6,006 options vesting on February 27, 2020; 6,005 options vesting on February 27, 2021 and 6,006 options vesting on February 27, 2022. ( 5 )Employee Stock Options were granted under the 2016 Stock Incentive Plan with 5,933 options vesting on February 26, 2020; 5,933 options vesting on February 26, 2021; 5,933 options vesting on February 26, 2022 and 5,936 options vesting on February 26, 2023. ( 6 )The Restricted Stock Units were granted under the 2011 Stock Incentive Plan with all units vesting on July 26, 2020. ( 7 )Instrument converts to common stock on a one-for-one basis. ( 8 )The Restricted Stock Units were granted under the 2016 Stock Incentive Plan with 1,733 units vesting on July 29, 2021 and 1,788 units vesting on July 29, 2023. ( 9 )The Restricted Stock Units were granted under the 2016 Stock Incentive Plan with all units vesting on February 28, 2020. ( 10 )The Restricted Stock Units were granted under the 2016 Stock Incentive Plan with 1,724 units vesting on July 27, 2021 and 1,778 units vesting on July 27, 2023. ( 11 )The Restricted Stock Units were granted under the 2016 Stock Incentive Plan with all units vesting on February 27, 2021. ( 12 )The Restricted Stock Units were granted under the 2016 Stock Incentive Plan with all units vesting on February 26, 2022. ( 13 )The Restricted Stock Units were granted under the 2016 Stock Incentive Plan with 2,847 units vesting on July 25, 2021, 2,848 units vesting on July 25, 2023 and 2,934 units vesting on July 25, 2025. ( 14 )Instrument converts to common stock on a one-for-one basis and reflects phantom shares of common stock represented by Company contributions to my account under the Executive Supplemental Savings Plan under rule 16b-3 on October 15, 2019. ( 15 )The Employee Stock Options were granted under the 2011 Stock Incentive Plan and are fully vested.

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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