SEC Filing

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SEC FORM 4 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

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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^*

PEDEN KEITH J

(Last)

(First)

(Middle)

870 WINTER STREET

(Street)

WALTHAM

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)
Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/17/2009		M		37,900⁽¹⁾	A	$19.375	161,224	D
Common Stock	11/17/2009		M		13,000⁽¹⁾	A	$31.815	174,224	D
Common Stock	11/17/2009		M		11,000⁽¹⁾	A	$26.955	185,224	D
Common Stock	11/17/2009		M		40,000⁽¹⁾	A	$29.685	225,224	D
Common Stock	11/17/2009		M		28,100⁽¹⁾	A	$32.315	253,324	D
Common Stock	11/17/2009		M		30,000⁽¹⁾	A	$44.45	283,324	D
Common Stock	11/17/2009		M		35,400⁽¹⁾	A	$29.48	318,724	D
Common Stock	11/17/2009		M		25,000⁽¹⁾	A	$31.445	343,724	D
Common Stock	11/17/2009		S		220,400⁽¹⁾	D	$50	123,324	D
Common Stock								4,504⁽²⁾	I	401(k)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$19.375	11/17/2009		M			3,022	02/25/2003	02/24/2010	Common Stock	3,022	$0	0	D
Employee Stock Option	$19.375	11/17/2009		M			13,678	02/25/2003⁽³⁾	02/25/2010	Common Stock	13,678	$0	0	D
Employee Stock Option	$29.685	11/17/2009		M			3,368	05/23/2004	05/22/2011	Common Stock	3,368	$0	0	D
Employee Stock Option	$29.685	11/17/2009		M			36,632	05/23/2004⁽⁴⁾	05/23/2011	Common Stock	36,632	$0	0	D
Employee Stock Option	$44.45	11/17/2009		M			2,249	05/13/2005	05/12/2012	Common Stock	2,249	$0	0	D
Employee Stock Option	$44.45	11/17/2009		M			27,751	05/13/2005⁽⁵⁾	05/13/2012	Common Stock	27,751	$0	0	D
Employee Stock Option	$31.445	11/17/2009		M			3,180	05/14/2006	05/13/2013	Common Stock	3,180	$0	0	D
Performance Stock Option	$31.445	11/17/2009		M			21,820	05/14/2006⁽⁶⁾	05/14/2013	Common Stock	21,820	$0	0	D
Performance Stock Option	$19.375	11/17/2009		M			21,200	02/22/2002⁽⁷⁾	02/25/2010	Common Stock	21,200	$0	0	D
Performance Stock Option	$31.815	11/17/2009		M			13,000	10/27/2006⁽⁸⁾	01/24/2011	Common Stock	13,000	$0	0	D
Performance Stock Option	$26.955	11/17/2009		M			11,000	05/28/2002⁽⁹⁾	03/26/2011	Common Stock	11,000	$0	0	D
Performance Stock Option	$32.315	11/17/2009		M			28,100	01/03/2007⁽¹⁰⁾	01/23/2012	Common Stock	28,100	$0	0	D
Performance Stock Option	$29.48	11/17/2009		M			35,400	09/19/2007⁽¹¹⁾	01/22/2013	Common Stock	35,400	$0	0	D

Explanation of Responses:

1. The stock option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 26, 2009.

2. The Reporting Person indirectly beneficially owns 4,504 shares of the Issuer's Common Stock based on funds in the Reporting Person's Savings and Investment Plan/Excess Savings Plan Account divided by $50.21, the closing price of the Issuer's Common Stock on November 17, 2009.

3. The options became exercisable in three annual installments beginning on February 25, 2001.

4. The options became exercisable in three annual installments beginning on May 23, 2002.

5. The options became exercisable in three annual installments beginning on May 13, 2003.

6. The options became exercisable in three annual installments beginning on May 14, 2004.

7. The options became exercisable in three equal installments. The first installment became exercisable on August 25, 2000, upon the Issuer's Common Stock sustaining (for a period of twenty (20) consecutive trading days) a market price of at least $23.27 per share; the second installment became exercisable on October 30, 2000, upon the Issuer's Common Stock sustaining a market price of at least $27.91 per share; and the third installment became exercisable on February 22, 2002, upon the Issuer's Common Stock sustaining a market price of at least $33.49 per share.

8. The options became exercisable in three equal installments. The first installment became exercisable on February 28, 2002, upon the Issuer's Common Stock sustaining (for a period of twenty (20) consecutive trading days) a market price of at least $36.59 per share; the second installment became exercisable on May 29, 2002 upon the Issuer's Common Stock sustaining a market price of at least $42.08 per share; and the third installment became exercisable on October 27, 2006 upon the Issuer's Common Stock sustaining a market price of at least $48.39 per share.

9. The options became exercisable in three equal installments. The first installment became exercisable on October 12, 2001, upon the Issuer's Common Stock sustaining (for a period of twenty (20) trading days) a market price of at least $31.00 per share; the second installment became exercisable on February 26, 2002, upon the Issuer's Common Stock sustaining a market price of at least $35.65 per share; and the third installment became exercisable on May 28, 2002, upon the Issuer's Common Stock sustaining a market price of at least $41.00 per share.

10. The options became exercisable in three equal installments. The first installment became exercisable on May 16, 2002, upon the Issuer's Common Stock sustaining (for a period of twenty (20) consecutive trading days) a market price of at least $39.10 per share; the second installment became exercisable on May 17, 2006, upon the Issuer's Common Stock sustaining a market price of at least $44.965 per share; and the third installment became exercisable on January 3, 2007, upon the Issuer's Common Stock sustaining a market price of at least $51.71 per share.

11. The options became exercisable in three equal installments. The first installment became exercisable on December 2, 2004, upon the Issuer's Common Stock sustaining (for a period of twenty (20) trading days) a market price of at least $36.85 per share; the second installment became exercisable on September 13, 2006, upon the Issuer's Common Stock sustaining a market price of at least $46.063 per share; and the third installment became exercisable on September 19, 2007, upon the Issuer's Common Stock sustaining a market price of at least $57.578 per share.

Remarks:

	Dana Ng, Attorney-in-fact	11/19/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.