RAYTHEON CO/·4

Apr 8, 3:31 PM ET

Newsome Randa G 4

4 · RAYTHEON CO/ · Filed Apr 8, 2020

Insider Transaction Report

Form 4
Period: 2020-04-03
Newsome Randa G
Vice President
Transactions
  • Disposition to Issuer

    Performance Stock Units

    2020-04-037,23911,967 total
    Common Stock (7,239 underlying)
  • Disposition to Issuer

    Performance Stock Units

    2020-04-034,7510 total
    Common Stock (4,751 underlying)
  • Disposition to Issuer

    Common Stock

    2020-04-0318,8940 total
  • Disposition to Issuer

    Common Stock

    2020-04-039490 total(indirect: By 401(k))
  • Disposition to Issuer

    Performance Stock Units

    2020-04-037,2164,751 total
    Common Stock (7,216 underlying)
Footnotes (6)
  • [F1]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.
  • [F2]Includes 5,576 restricted shares of Raytheon Common Stock that were converted into shares of UTC Common Stock and 13,318 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.
  • [F3]The Reporting Person indirectly beneficially owned 949 shares of Raytheon Common Stock based on funds in the Reporting Person's Savings and Investment Plan Account.
  • [F4]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.
  • [F5]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.
  • [F6]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.

Documents

1 file
  • 4
    wf-form4_158637424321616.xmlPrimary

    FORM 4