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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 | ||||||||
Performance Stock Units | $ 0 (2) | 08/28/2015 | M | 45,700 | (2) | (2) | Common Stock, Par Value $1.00 | 47,500 | $ 0 | 0 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 77.54 | 08/28/2015 | A | 257,740 | 08/28/2018(5) | 08/28/2025 | Common Stock, Par Value $1.00 | 257,740 | $ 0 | 257,740 | D | ||||
Non-Qualified Stock Option (Right to Buy) | $ 77.54 | 08/28/2015 | A | 132,550 | 08/28/2018(6) | 08/28/2025 | Common Stock, Par Value $1.00 | 132,550 | $ 0 | 132,550 | D | ||||
Performance Stock Units | $ 0 (7) | 08/28/2015 | A | 44,140 | (7) | (7) | Common Stock, Par Value $1.00 | 44,140 | $ 0 | 44,140 | D | ||||
Performance Stock Units | $ 0 (8) | 08/28/2015 | A | 22,700 | (8) | (8) | Common Stock, Par Value $1.00 | 22,700 | $ 0 | 22,700 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Brown William M HARRIS CORPORATION 1025 W. NASA BOULEVARD MELBOURNE, FL 32919 |
Chairman, President, and CEO |
By: /s/ Scott T. Mikuen, Attorney-in-Fact, For: William M. Brown | 09/01/2015 | |
**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) | The reporting person acquired common stock of the Issuer in a non-discretionary account managed by an Investment Advisor upon the completion of the merger of Exelis Inc. into a wholly-owned subsidiary of the Issuer pursuant to the Agreement and Plan of Merger, dated as of February 5, 2015, by and among the Issuer, Exelis and such wholly-owned subsidiary. |
(2) | This transaction represents the settlement of vested performance stock units in shares of common stock. These were performance stock units granted on 8/25/12 that vested on 7/3/15 and were paid in shares of common stock on 8/28/15. Each performance stock unit represents a contingent right to one share of the Issuer's common stock. The performance stock unit grant was previously reported. |
(3) | Increase in vested performance stock units granted 8/25/12 based upon performance stock unit payout formula resulting in an additional payment in shares of common stock on 8/28/15. |
(4) | Shares withheld by company to pay tax liability on vesting of performance stock units previously awarded. |
(5) | Of the 257,740 options granted on this 8/28/15 stock option, 85,914 options become exercisable on 8/28/16, an additional 85,913 options become exercisable on 8/28/17, and the remaining 85,913 options become exercisable on 8/28/18. |
(6) | Of the 132,550 options granted on this 8/28/15 stock option, all 132,550 options become exercisable on 8/28/18. |
(7) | Each performance stock unit represents a contingent right to one share of the Issuer's common stock. Performance stock units are subject to future adjustment; performance period started 7/4/15. The 44,140 performance stock units will vest on 6/29/18. Vested shares are subject to future adjustment and will be delivered to the reporting person within two and one-half months of vesting. |
(8) | Each performance stock unit represents a contingent right to one share of the Issuer's common stock. Performance stock units are subject to future adjustment; performance period started 7/4/15. The 22,700 performance stock units will vest on 6/29/18. Vested shares are subject to future adjustment and will be delivered to the reporting person within two and one-half months of vesting. The performance measures for these performance stock units relate to achievement of full-year run rate net synergies from the Exelis Inc. acquisition. |
Remarks: Exhibit List: Exhibit 24 - Power of Attorney |