4//SEC Filing
Miller Jeffrey A. 4
Accession 0001140361-19-012325
CIK 0001039101other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 4:25 PM ET
Size
19.1 KB
Accession
0001140361-19-012325
Insider Transaction Report
Form 4
Miller Jeffrey A.
See Remarks
Transactions
- Disposition to Issuer
02/16/16 Employee Stock Option (Right to Buy)
2019-06-29−8,702→ 0 totalExercise: $116.20Exp: 2026-02-16→ Common Stock (8,702 underlying) - Disposition to Issuer
Common Stock
2019-06-29−4,028→ 0 total - Award
Common Stock
2019-06-29+4,028→ 4,028 total - Disposition to Issuer
02/21/17 Employee Stock Option (Right to Buy)
2019-06-29−9,800→ 0 totalExercise: $168.80Exp: 2027-02-21→ Common Stock (9,800 underlying) - Disposition to Issuer
02/17/15 Employee Stock Option (Right to Buy)
2019-06-29−6,612→ 0 totalExercise: $129.31Exp: 2025-02-17→ Common Stock (6,612 underlying) - Disposition to Issuer
02/20/18 Employee Stock Option (Right to Buy)
2019-06-29−7,786→ 0 totalExercise: $210.98Exp: 2028-02-20→ Common Stock (7,786 underlying) - Disposition to Issuer
Common Stock
2019-06-29−10,840→ 0 total
Footnotes (6)
- [F1]On June 29, 2019, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), L3 Technologies, Inc. ("L3") and Harris Corporation ("Harris") effected an all-stock, merger of equals to combine their respective businesses in which a wholly-owned subsidiary of Harris merged with and into L3 with L3 surviving as a wholly-owned subsidiary of Harris (the "Merger"). Pursuant to the Merger Agreement, upon completion of the Merger, Harris changed its name to "L3Harris Technologies, Inc." ("L3Harris"), each issued and outstanding share of L3 common stock was converted into the right to receive 1.30 shares of L3Harris common stock (the "exchange ratio"), any vesting conditions of each unvested restricted stock unit ("RSU") held by the reporting person were deemed satisfied and accelerated in full and each RSU was cancelled and entitled the holder to receive a number of shares of L3Harris common stock equal to the number of RSUs multiplied by the exchange ratio.
- [F2]Includes 4,121 shares of L3 restricted stock subject to time-based vesting conditions. Pursuant to the Merger Agreement, at the effective time of the Merger, such L3 restricted shares were converted into restricted shares of L3Harris common stock equal to the number of L3 restricted shares multiplied by the exchange ratio. All shares of L3Harris common stock received in respect of such shares of L3 restricted stock will remain subject to the same time-based vesting conditions applicable to the original award.
- [F3]Reflects additional shares acquired through L3's Master Savings (401(k)) Plan.
- [F4]In February 2017 and February 2018, the reporting person was granted performance units which provided for delivery of shares of common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, at the effective time of the Merger, the outstanding performance units were deemed earned based on the greater of target and actual level of performance through the effective time of the Merger (as reasonably determined by the compensation committee of the L3 Board in consultation with Harris), and each performance unit was cancelled and the reporting person became entitled to receive a combination of (i) shares of L3Harris common stock and (ii) time-vesting restricted stock units denominated in shares of L3Harris common stock, as set forth in the Merger Agreement, in an amount calculated by multiplying each earned performance unit by the exchange ratio.
- [F5]These options were originally scheduled to vest in equal one-third increments beginning on the one-year anniversary of the grant date.
- [F6]At the effective time of the Merger, all vesting conditions applicable to outstanding stock options were deemed satisfied and accelerated in full and each option was converted into an option to purchase a number of shares of L3Harris common stock equal to the product of the number of shares of L3 common stock subject to such option and the exchange ratio, at an exercise price per share equal to the exercise price per share of such option divided by the exchange ratio.
Documents
Issuer
L3 TECHNOLOGIES, INC.
CIK 0001039101
Entity typeother
Related Parties
1- filerCIK 0001696127
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 4:25 PM ET
- Size
- 19.1 KB