Date of Report (Date of earliest event reported): December 14, 2023
L3HARRIS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
1-3863
34-0276860
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
1025 West NASA Boulevard
Melbourne,
Florida
32919
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (321) 727-9100
No change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $1.00 per share
LHX
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 8.01Other Events.
On December 14, 2023, Christopher E. Kubasik, Chair and Chief Executive Officer of L3Harris Technologies, Inc. (“L3Harris”), established a written pre-arranged plan providing for the exercise of certain employee stock options and the sale of shares of common stock of L3Harris issued upon exercise of such options (the “Plan”). The Plan is intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and L3Harris’ policies regarding transactions in L3Harris securities by executives and was established during L3Harris’ open trading window. In accordance with 10b5-1 rules, Mr. Kubasik will have no discretion over sales under the Plan.
The Plan covers vested options to purchase 46,258 shares granted to Mr. Kubasik in 2015, which options expire in 2025.Subject to minimum price thresholds specified in the Plan, shares underlying unexercised options will be sold on predetermined dates starting in March 2024 and ending no later than April 5, 2024. Mr. Kubasik’s ownership interest in L3Harris is considerably in excess of L3Harris’ stock ownership guidelines. The transactions under the plan will be disclosed publicly through Form 4 and Form 144 filings, as applicable, with the Securities and Exchange Commission.
Except as may be required in L3Harris’ periodic filings on Form 10-Q or Form 10-K, L3Harris does not undertake to report any Rule 10b5-1 plans that may be adopted by any other officers or directors of L3Harris or to report modifications or termination of any such plans, including the Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed herewith:
Exhibit Number
Description
104
Cover Page Interactive Data File formatted in Inline XBRL
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
L3HARRIS TECHNOLOGIES, INC.
By:
/s/ Scott T. Mikuen
Name:
Scott T. Mikuen
Date: December 15, 2023
Title:
Senior Vice President, General Counsel and Secretary
