8-KOther EventsExhibits & Filings

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Corporate Update (May 12, 2021)

Filed May 12, 2021For Securities:LHX

Summary

This 8-K filing from L3Harris Technologies (LHX) on May 11, 2021, primarily reports on a pre-arranged stock trading plan established by CEO William M. Brown. The plan, designed for asset diversification and financial planning, allows for the sale of up to 91,059 shares of common stock, commencing in June 2021. This plan complies with Rule 10b5-1, ensuring trades are executed without the CEO possessing material non-public information and without his subsequent discretion, providing a structured approach to portfolio management. The establishment of this plan is intended to allow Mr. Brown to diversify his holdings over time, while maintaining significant ownership in the company well above established guidelines. All transactions under this plan will be publicly disclosed through SEC filings like Form 4 and Form 144. L3Harris has clarified that it will not provide further public reporting on this or other potential Rule 10b5-1 plans for its executives.

Key Highlights

  • 1CEO William M. Brown has established a pre-arranged stock trading plan for up to 91,059 shares of L3Harris common stock.
  • 2The plan is designed for asset diversification and financial planning purposes, complying with Rule 10b5-1.
  • 3Sales are scheduled to begin in June 2021 and will be subject to a minimum price threshold and daily sale limits.
  • 4Mr. Brown will have no control over the trades once the plan is established, ensuring compliance with insider trading regulations.
  • 5Even after executing the plan, Mr. Brown's ownership will remain substantially above the company's stock ownership guidelines.
  • 6All transactions under the plan will be publicly disclosed via Form 4 and Form 144 filings.
  • 7L3Harris will not provide ongoing public updates on this or other executive Rule 10b5-1 plans.

Frequently Asked Questions

The primary purpose of this filing is to publicly disclose that L3Harris CEO William M. Brown has established a pre-arranged stock trading plan. This plan is designed to allow him to sell a portion of his company stock over time for personal financial planning and diversification, while adhering to securities regulations.

The plan allows for the sale of up to 91,059 shares of L3Harris common stock. The sales are expected to commence in June 2021.

The plan is established under Rule 10b5-1 of the Securities Exchange Act of 1934. This rule allows insiders to set up pre-scheduled stock sales when they do not possess material non-public information. It insulates them from accusations of insider trading because the trades are pre-determined and executed automatically, without the insider's discretion, even if they later come into possession of non-public information.

According to the filing, Mr. Brown's ownership interest in L3Harris is 'considerably in excess' of the company's stock ownership guidelines, even after accounting for the potential sale of shares under this plan. Therefore, the sale is not expected to materially diminish his overall commitment to the company.