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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 86.75 | 11/26/2018 | M | 4,000 | (3) | 11/09/2025 | Common Stock | 4,000 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $ 88.71 | 11/26/2018 | M | 12,400 | (3) | 11/14/2026 | Common Stock | 12,400 | $ 0 | 0 | D | ||||
Phantom Stock | (5) | 11/26/2018 | M | 337.7712 | (4) | (4) | Common Stock | 337.7712 | (5) | 0 | I | By Non-Qualified Savings Plan |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MACLAUCHLAN JEFFREY D MS: 124-303 400 COLLINS ROAD N.E. CEDAR RAPIDS, IA 52498 |
SR. VP, CORPORATE DEVELOPMENT |
Joshua A. Mullin, Attorney-in-Fact | 11/28/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Includes (a) 5,740 shares of Issuer common stock disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated September 4, 2017, by and among the Issuer, United Technologies Corporation ("UTC") and the Riveter Merger Sub Corp., for the per share merger consideration of $93.33 in cash and .37525 shares of UTC common stock and cash for partial shares (the "Merger Consideration"), (b) 2,396 shares disposed of for Merger Consideration upon immediate vesting of FY'17-19 performance shares at target pursuant to the Merger Agreement and (c) 1,575 restricted stock units and 2,362 FY'18-20 performance shares granted in November 2017 exchanged for a number of UTC restricted stock units based upon the Equity Award Exchange Ratio (as set forth in the Merger Agreement). |
(2) | Disposed of for Merger Consideration to be received by the reporting person's account under the Savings Plan. |
(3) | These options, which provided for vesting in three equal annual installments commencing on the date of grant (which was ten years prior to the expiration date), were disposed of for the right to receive the Merger Consideration for each Net Option Share (as set forth in the Merger Agreement) subject to the option. |
(4) | Represents phantom shares of common stock held in the Issuer's 2005 non-qualified savings plan disposed of for a cash payment based upon the value of the Merger Consideration (as set forth in the Merger Agreement.) |
(5) | The price varies based on the date the phantom stock was credited. |