United Technologies Corporation
UNITED TECHNOLOGIES CORP /DE/ (Form: 4, Received: 02/12/2014 17:56:29)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Amato Elizabeth B
2. Issuer Name and Ticker or Trading Symbol

UNITED TECHNOLOGIES CORP /DE/ [ UTX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Human Resources & Org.
(Last)          (First)          (Middle)

ONE FINANCIAL PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

2/10/2014
(Street)

HARTFORD, CT 06101
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/16/2014     G   V 45.0000   D $0.0000   14379.9193   D    
Common Stock   2/10/2014     A    3414.0000   (1) A $111.6000   17793.9193   D    
Common Stock   2/10/2014     F    1185.0000   D $111.6000   16608.9193   D    
Common Stock                  12907.0000   I   By Savings Plan Trustee  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Restricted Stock Units     (2) 2/10/2014     A      2001.0000         (2)   (2) Common Stock   2001.0000   $111.6000   13311.4303   D    

Explanation of Responses:
( 1)  The acquisition of shares of UTC common stock represents the vesting of performance share units (PSUs) previously awarded on January 3, 2011 to the reporting person under the UTC 2005 Long-Term Incentive Plan. Each PSU has a value equal to one share of UTC common stock. The PSUs vested solely upon achievement of pre-established performance targets for UTC's earnings per share and total shareholder return over a three-year performance period.
( 2)  The Restricted Stock Units vest on retirement from UTC on or after age 62 with a minimum of three years of service as a member of UTC's Executive Leadership Group. The reporting person's acceptance of this award amends the vesting provisions of her ELG RSU award previously granted on 5/15/2013 from "retirement from UTC on or after age 62 with a minimum of three years of service as a member of UTC's Executive Leadership Group" to "upon Qualifying Separation from UTC with completion of at least three years of service as a member of UTC's Executive Leadership Group".

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Amato Elizabeth B
ONE FINANCIAL PLAZA
HARTFORD, CT 06101


SVP, Human Resources & Org.

Signatures
/s/ Charles F. Hildebrand as Attorney-in-Fact 2/12/2014
** 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 control number.