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^*

SHUMAN JEFFREY S

(Last)

(First)

(Middle)

CORPORATE HEADQUARTERS

1025 W. NASA BOULEVARD

(Street)

MELBOURNE

32935

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARRIS CORP /DE/ [ HRS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP-Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2009

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)
Common Stock, Par Value $1.00	08/28/2009		A		13,100⁽¹⁾	A	$0.00	66,029.28	D
Common Stock, Par Value $1.00	08/28/2009		A		4,000⁽²⁾	A	$0.00	70,029.28	D
Common Stock, Par Value $1.00	08/28/2009		A		1,725⁽³⁾	A	$0.00	71,754.28	D
Common Stock, Par Value $1.00	08/28/2009		F		3,144⁽⁴⁾	D	$35.04	68,610.28⁽⁵⁾	D

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)
Non-Qualified Stock Option (Right to Buy)	$35.04	08/28/2009		A		47,500		⁽⁶⁾	08/28/2019	Common Stock, Par Value $1.00	47,500	$0.00	47,500	D

Explanation of Responses:

1. Grant of performance shares pursuant to the Harris Corporation 2005 Equity Incentive Plan. Performance shares are subject to future adjustment; performance period starts 7/4/09.

2. Grant of restricted shares pursuant to the Harris Corporation 2005 Equity Incentive Plan. Restricted shares are subject to future vesting; vesting date is 8/28/12.

3. Increase in performance shares granted 8/25/06 based upon performance share payout formula.

4. Shares withheld by company to pay tax liability on vesting of performance shares previously awarded.

5. Aggregate of 68,610.28 shares listed in Column 5 of Table 1 includes: (a) 12,900 performance shares previously reported and subject to adjustment; (b) 8,000 restricted shares previously reported and subject to vesting; (c) 95.27 shares acquired through the Harris Corporation 401(k) Retirement Plan ("Plan") from 8/13/08 through 7/1/09; (d) 413.89 shares acquired through the Harris Corporation Dividend Reinvestment Plan from 9/17/08 through 6/15/09; (e) 47.81 shares acquired through a broker dividend reinvestment program on 6/15/09; (f) 11.76 shares acquired through the Plan pursuant to an adjustment to the number of outstanding shares as a result of a reinvestment into shares of the value related to the spin-off dividend distribution of the Issuer's Harris Stratex Networks, Inc. subsidiary on 5/27/09; and (g) a reduction of a .03 share due to rounding of previous reports of the Plan's record keeper.

6. Of the 47,500 shares granted on this 8/28/09 stock option, 15,834 shares are exercisable on 8/28/10, 15,833 shares are exercisable on 8/28/11, and 15,833 shares are exercisable on 8/28/12.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ Scott T. Mikuen, Attorney-in-Fact, For: Jeffrey S. Shuman	09/01/2009
	** Signature of Reporting Person	Date
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