0001140361-19-012325.txt : 20190702
0001140361-19-012325.hdr.sgml : 20190702
20190702162519
ACCESSION NUMBER: 0001140361-19-012325
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: Miller Jeffrey A.
CENTRAL INDEX KEY: 0001696127
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37975
FILM NUMBER: 19937816
MAIL ADDRESS:
STREET 1: 600 THIRD AVENUE 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
0001696127
Miller Jeffrey A.
C/O L3 TECHNOLOGIES, INC.
600 THIRD AVENUE
NEW YORK
NY
10016
true
See Remarks
Common Stock
2019-06-29
4
D
0
10840
D
0
D
Common Stock
2019-06-29
4
A
0
4028
0
A
4028
D
Common Stock
2019-06-29
4
D
0
4028
D
0
D
02/17/15 Employee Stock Option (Right to Buy)
129.31
2019-06-29
4
D
0
6612
D
2025-02-17
Common Stock
6612
0
D
02/16/16 Employee Stock Option (Right to Buy)
116.2
2019-06-29
4
D
0
8702
D
2026-02-16
Common Stock
8702
0
D
02/21/17 Employee Stock Option (Right to Buy)
168.8
2019-06-29
4
D
0
9800
D
2027-02-21
Common Stock
9800
0
D
02/20/18 Employee Stock Option (Right to Buy)
210.98
2019-06-29
4
D
0
7786
D
2028-02-20
Common Stock
7786
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"), 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.
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.
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 President of ISR Systems
/s/ Allen E. Danzig as Attorney-in-Fact
2019-07-02