United Technologies Corporation
UNITED TECHNOLOGIES CORP /DE/ (Form: 4, Received: 11/03/2017 16:34:39)
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 *

O'Sullivan Margaret L.
2. Issuer Name and Ticker or Trading Symbol

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

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

10 FARM SPRINGS ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

11/1/2017
(Street)

FARMINGTON, CT 06032
(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

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
Phantom Stock Unit     (1) 11/1/2017     A      1373.6264         (1)   (1) Common Stock   1373.6264   $120.1200   1373.6264   D    
Restricted Stock Units     (2) 11/1/2017     A      832.5008         (2)   (2) Common Stock   832.5008   $120.1200   832.5008   D    

Explanation of Responses:
(1)  Phantom Stock Units acquired by the reporting person in connection with her annual retainer for a partial year of service as a non-employee director under the Board of Directors Deferred Stock Unit Plan, Exhibit 10.9 of UTC's 2016 Form 10-K. The plan provides for the payment of all or a portion of the retainer in deferred stock units. Upon retirement or termination of service on the Board, all such stock units, including accumulated dividend equivalents, are converted to UTC common stock and paid out as a lump sum or in installments, at the election of the director.
(2)  A one-time grant of Restricted Stock Units awarded on the date of election to the Board of Directors pursuant to the Board of Directors Deferred Stock Unit Plan, Exhibit 10.9 of UTC's 2016 Form 10-K. Vesting occurs over a five-year period at 20 percent per year. Upon retirement or termination of service on the Board, all such stock units, including accumulated dividend equivalents, are converted to UTC common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
O'Sullivan Margaret L.
10 FARM SPRINGS ROAD
FARMINGTON, CT 06032
X



Signatures
/s/ Ariel R. David as Attorney-in-Fact 11/3/2017
** 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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