8-KOther Events

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Corporate Update (Aug 2, 2019)

Filed August 2, 2019For Securities:LHX

Summary

L3Harris Technologies, Inc. (LHX) filed an 8-K on August 2, 2019, to disclose a pre-arranged stock trading plan established by its Chairman and CEO, William M. Brown. This plan, effective starting September 2019 and continuing until November 2021, involves the exercise of stock options for 366,552 shares granted in 2011 and the subsequent sale of these shares. Mr. Brown has implemented this plan for long-term asset diversification and financial, estate, and tax planning purposes. The plan is designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, ensuring trades are made without possession of material non-public information and without discretion from Mr. Brown over specific sale timings or prices beyond predetermined parameters. Investors should note that this action is intended for personal financial planning and diversification by the CEO. The transactions will be publicly reported via Form 4 and Form 144 filings. Mr. Brown's continued ownership in L3Harris will remain substantially above the company's stock ownership guidelines even after these planned transactions, suggesting a continued commitment to the company. L3Harris itself will not be reporting other similar plans from its officers or directors.

Key Highlights

  • 1CEO William M. Brown established a Rule 10b5-1 trading plan for stock options.
  • 2The plan covers the exercise of 366,552 stock options granted in November 2011, which expire in November 2021.
  • 3Sales of shares acquired through option exercise will commence in September 2019, with predetermined dates and subject to a minimum price threshold.
  • 4The plan is for personal asset diversification and financial/estate/tax planning by the CEO.
  • 5Mr. Brown will have no control over individual sale decisions under the plan.
  • 6CEO's post-transaction ownership will remain significantly above company guidelines.
  • 7L3Harris will not report on other officers' or directors' 10b5-1 plans.

Frequently Asked Questions

A Rule 10b5-1 trading plan is a written document that allows company insiders, such as executives, to buy or sell company stock at a predetermined time and price. It is established when the insider is not in possession of material non-public information, providing a defense against accusations of insider trading.

The CEO, William M. Brown, is implementing this plan primarily for long-term asset diversification and personal financial, estate, and tax planning purposes. The plan is structured to allow for a pre-scheduled sale of shares acquired through stock options over time.

Not necessarily. The plan is a pre-arranged strategy for diversification by the CEO, executed under specific SEC rules (10b5-1) designed to prevent insider trading. Mr. Brown will have no discretion over the timing or price of sales once the plan is in effect. Furthermore, his ownership is expected to remain well above company guidelines, suggesting continued long-term commitment.

Yes, all transactions under this plan, including the exercise of options and the sale of shares, will be publicly disclosed by Mr. Brown through filings of Form 4 and Form 144 with the Securities and Exchange Commission.