0001140361-19-012314.txt : 20190702 0001140361-19-012314.hdr.sgml : 20190702 20190702161940 ACCESSION NUMBER: 0001140361-19-012314 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190629 FILED AS OF DATE: 20190702 DATE AS OF CHANGE: 20190702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dambrosio Ralph CENTRAL INDEX KEY: 0001321951 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37975 FILM NUMBER: 19937655 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: L3 TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001039101 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133937436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971111 MAIL ADDRESS: STREET 1: 600 THIRD AVENUE STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: L 3 COMMUNICATIONS CORP DATE OF NAME CHANGE: 19970513 4 1 form4.xml FORM 4 X0306 4 2019-06-29 true 0001039101 L3 TECHNOLOGIES, INC. LLL 0001321951 Dambrosio Ralph C/O L3 TECHNOLOGIES, INC. 600 THIRD AVENUE NEW YORK NY 10016 true See Remarks Common Stock 2019-06-29 4 D 0 71527 D 0 D Common Stock 2019-06-29 4 A 0 11516 0 A 11516 D Common Stock 2019-06-29 4 D 0 11516 D 0 D 02/23/10 Employee Stock Option (Right to Buy) 86.41 2019-06-29 4 D 0 36144 D 2020-02-23 Common Stock 36144 0 D 02/24/11 Employee Stock Option (Right to Buy) 76.82 2019-06-29 4 D 0 39262 D 2021-02-24 Common Stock 39262 0 D 02/22/12 Employee Stock Option (Right to Buy) 67.49 2019-06-29 4 D 0 16978 D 2022-02-22 Common Stock 16978 0 D 02/20/13 Employee Stock Option (Right to Buy) 77 2019-06-29 4 D 0 62086 D 2023-02-20 Common Stock 62086 0 D 02/19/14 Employee Stock Option (Right to Buy) 113.67 2019-06-29 4 D 0 37850 D 2024-02-19 Common Stock 37850 0 D 02/17/15 Employee Stock Option (Right to Buy) 129.31 2019-06-29 4 D 0 36729 D 2025-02-17 Common Stock 36729 0 D 02/16/16 Employee Stock Option (Right to Buy) 116.2 2019-06-29 4 D 0 48077 D 2026-02-16 Common Stock 48077 0 D 02/21/17 Employee Stock Option (Right to Buy) 168.8 2019-06-29 4 D 0 29401 D 2027-02-21 Common Stock 29401 0 D 02/20/18 Employee Stock Option (Right to Buy) 210.98 2019-06-29 4 D 0 21023 D 2028-02-20 Common Stock 21023 0 D 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") and 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"). Includes a total of 21,707 restricted stock units. In connection with the Merger, (i) all vesting conditions of each unvested restricted stock unit granted prior to October 12, 2018 (8,638 of the restricted stock units) were deemed satisfied and accelerated in full and each such restricted stock unit was cancelled and entitled the holder to receive a number of shares of L3Harris common stock equal to the number of such restricted stock units multiplied by the exchange ratio and (ii) all unvested restricted stock units granted after October 12, 2018 (13,069 restricted stock units) were cancelled and entitled the holder to receive time-vesting restricted stock units denominated in shares of L3Harris common stock, in an amount calculated by multiplying the number of such restricted stock units by the exchange ratio. Reflects additional shares acquired through L3's Master Savings (401(k)) Plan. 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. These options were originally scheduled to vest in equal one-third increments beginning on the one-year anniversary of the grant date. 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. Senior Vice President and Chief Financial Officer /s/ Allen E. Danzig as Attorney-in-Fact 2019-07-02