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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Newsome Randa G (Last) (First) (Middle) 870 WINTER STREET (Street) WALTHAM MA 02451 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RAYTHEON CO/ [ RTN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 04/03/2020
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	04/03/2020		D		18,894(2)	D	(1)	0	D
Common Stock(1)	04/03/2020		D		949	D	(1)	0	I	401(k)(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(4)	04/03/2020		D			7,239	(4)	(4)	Common Stock	7,239	(4)	11,967	D
Performance Stock Units	(5)	04/03/2020		D			7,216	(5)	(5)	Common Stock	7,216	(5)	4,751	D
Performance Stock Units	(6)	04/03/2020		D			4,751	(6)	(6)	Common Stock	4,751	(6)	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of June 9, 2019, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 9, 2020, by and between United Technologies Corporation ("UTC") and Raytheon Company ("Raytheon") (the "Merger Agreement"), on April 3, 2020 (the "Closing Date"), Raytheon became a wholly owned subsidiary of UTC, with UTC becoming Raytheon Technologies Corporation. Pursuant to the Merger Agreement, on the Closing Date, each share of Raytheon Common Stock held by the reporting person was converted automatically into 2.3348 shares of UTC Common Stock.

2. Includes 5,576 restricted shares of Raytheon Common Stock that were converted into shares of UTC Common Stock and 13,318 restricted shares of Raytheon Common Stock that were converted into awards of restricted shares of UTC Common Stock, in each case pursuant to the terms of the Merger Agreement.

3. The Reporting Person indirectly beneficially owned 949 shares of Raytheon Common Stock based on funds in the Reporting Person's Savings and Investment Plan Account.

4. Represents performance-based restricted stock units ("PSUs") earned at a specific level pursuant to the term of the Merger Agreement and which had not been previously reported. The PSUs were originally granted under the 2018-2020 Long-Term Performance Plan. The PSUs were converted into an award of time-vesting UTC RSUs pursuant to the terms of the Merger Agreement.

5. Represents PSUs earned at a specific level pursuant to the term of the Merger Agreement and which had not been previously reported. The PSUs were originally granted under the 2019-2021 Long-Term Performance Plan. The PSUs were converted into an award of time-vesting UTC RSUs pursuant to the terms of the Merger Agreement.

6. Represents PSUs earned at a specific level pursuant to the term of the Merger Agreement and which had not been previously reported. The PSUs were originally granted under the 2020-2022 Long-Term Performance Plan. The PSUs were converted into an award of time-vesting UTC RSUs pursuant to the terms of the Merger Agreement.

Remarks:

	Dana Ng, Attorney-in-fact	04/07/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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