SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kelly Stephen Montgomery

(Last)

(First)

(Middle)

1985 DOUGLAS DRIVE NORTH

(Street)

GOLDEN VALLEY

55422

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RESIDEO TECHNOLOGIES, INC. [ REZI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	10/29/2018		A		32,320		⁽¹⁾	⁽¹⁾	Common Stock	32,320	$0.00	32,320	D
Restricted Stock Units	⁽²⁾	10/29/2018		A		7,219		⁽²⁾	⁽²⁾	Common Stock	7,219	$0.00	7,219	D
Restricted Stock Units	⁽³⁾	10/29/2018		A		6,720		⁽³⁾	⁽³⁾	Common Stock	6,720	$0.00	6,720	D
Restricted Stock Units	⁽⁴⁾	10/29/2018		A		9,665		⁽⁴⁾	⁽⁴⁾	Common Stock	9,665	$0.00	9,665	D
Restricted Stock Units	⁽⁵⁾	10/29/2018		A		4,008		⁽⁵⁾	⁽⁵⁾	Common Stock	4,008	$0.00	4,008	D
Restricted Stock Units	⁽⁶⁾	10/29/2018		A		6,533		⁽⁶⁾	⁽⁶⁾	Common Stock	6,533	$0.00	6,533	D
Restricted Stock Units	⁽⁷⁾	10/29/2018		A		8,626		⁽⁷⁾	⁽⁷⁾	Common Stock	8,626	$0.00	8,626	D
Restricted Stock Units	⁽⁸⁾	10/29/2018		A		19,536		⁽⁸⁾	⁽⁸⁾	Common Stock	19,536	$0.00	19,536	D
Restricted Stock Units	⁽⁹⁾	10/29/2018		A		11,283		⁽⁹⁾	⁽⁹⁾	Common Stock	11,283	$0.00	11,283	D
Restricted Stock Units	⁽¹⁰⁾	10/29/2018		A		10,094		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	10,094	$0.00	10,094	D
Restricted Stock Units	⁽¹¹⁾	10/29/2018		A		10,596		⁽¹¹⁾	⁽¹¹⁾	Common Stock	10,596	$0.00	10,596	D

Explanation of Responses:

1. Grant of restricted stock units pursuant to the initial Founder's Grants of Resideo Technologies, Inc., a Delaware corporation ("Resideo"), which will vest as to 50% on October 29, 2021 and 50% on October 29, 2022, subject to continued employment.

2. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell International Inc. ("Honeywell") into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest in equal installments on February 27, 2019, February 27, 2020, February 27, 2021 and February 27, 2022, subject to continued employment.

3. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest in equal installments on February 28, 2019, February 28, 2020 and February 28, 2021, subject to continued employment.

4. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest in equal installments on February 25, 2019 and February 25, 2020, subject to continued employment.

5. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest on February 26, 2019, subject to continued employment.

6. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest on February 27, 2021, subject to continued employment.

7. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest on February 28, 2020, subject to continued employment.

8. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest 33% on July 29, 2019, 33% on July 29, 2021 and 34% on July 29, 2023, subject to continued employment.

9. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest on February 25, 2019, subject to continued employment.

10. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest on July 26, 2020, subject to continued employment.

11. Grant of restricted stock units in connection with the conversion of certain equity and cash incentive awards previously granted by Honeywell into equity awards of Resideo with respect to, or with a value determined with reference to, Resideo common stock, par value $0.001. The restricted stock units will vest on March 15, 2020, subject to continued employment.

Remarks:

EVP AND CHIEF HUMAN RESOURCES OFFICER

	/s/ Jacqueline W. Katzel, as Attorney-in-Fact for Stephen M. Kelly	10/31/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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