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*
Ortberg Robert Kelly

(Last) (First) (Middle)
10 FARM SPRINGS ROAD

(Street)
FARMINGTON CT 06032

(City) (State) (Zip)
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)
CEO, Collins Aerospace Systems
3. Date of Earliest Transaction (Month/Day/Year)
11/26/2018
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 11/26/2018 A 58,945 A $0(1) 59,259 D
Common Stock 11/26/2018 A 47,086 A $0(2) 106,345 D
Common Stock 11/26/2018 A 10,998 A $0(3) 117,343 D
Common Stock 11/26/2018 A 1,879 A $0(4) 1,879 I By Savings Plan Trustee
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
Restricted Stock Units RSU (5) 11/26/2018 A 20,228 11/13/2019 (6) Common Stock 20,228 $0.0000 20,228 D
Restricted Stock Units RSU (5) 11/26/2018 A 30,341 11/13/2020 (6) Common Stock 30,341 $0.0000 30,341 D
Explanation of Responses:
1. The reporting person disposed of his 406,900 outstanding Rockwell Collins stock options for Merger Consideration (as defined below) for each Net Option Share, as set forth in the Merger Agreement (as defined below), subject to the option, which resulted in the receipt of 58,945 shares of UTC common stock.
2. In connection with UTC's acquisition of Rockwell Collins, Inc. (Rockwell Collins) effective on November 26, 2018, and pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of September 4, 2017 (the Merger Agreement), by and between UTC, Riveter Merger Sub Corp., a wholly owned subsidiary of UTC, and Rockwell Collins, each share of Rockwell Collins common stock was converted into the right to receive (i) $93.33 in cash, without interest and (ii) 0.37525 of a share of Company common stock and cash in lieu of fractional shares (together, the Merger Consideration) less any applicable withholding taxes. The reporting person held 125,481.5740 shares of Rockwell Collins common stock, which were exchanged for Merger Consideration that resulted in the receipt of 47,086 shares of UTC common stock.
3. The reporting person disposed of 29,309 shares of Rockwell Collins common stock for Merger Consideration upon the immediate vesting of his FY17-19 performance shares at target pursuant to the Merger Agreement, which resulted in the receipt of 10,998 shares of UTC common stock.
4. The reporting person received Merger Consideration for his holdings in the Rockwell Collins Savings Plan. The amount reported is an estimate of the stock portion of the Merger Consideration allocated to the reporting person's Savings Plan account. The Savings Plan will use the cash portion of the Merger Consideration to purchase additional shares of UTC common stock and the reporting persons's holdings through the Savings Plan will be updated accordingly.
5. Each Restricted Stock Unit (RSU) that accrues during the vesting period represents a contingent right to receive one share of UTC common stock.
6. The reporting person held 18,246 Rockwell Collins restricted stock units (RSUs) plus 27,368 FY18-20 Rockwell Collins performance shares that were exchanged for a number of UTC restricted stock units based upon the Equity Award Exchange Ratio set forth in the Merger Agreement. The 18,246 RSUs resulted in 20,228 UTC RSUs, of which 50 percent vest on Nov 13, 2019 and the remainder vest on November 13, 2020. The 27,368 Rockwell Collins performance shares converted to 30,341 UTC RSUs, which vest on October 2, 2020.
Remarks:
ortberg.txt
/s/ Ariel R. David as Attorney-in-Fact 11/28/2018
** 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.
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POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of 
Charles D. Gill, Peter J. Graber-Lipperman and Ariel R. David,
signing individually, as the undersigned's true and lawful 
attorney-in-fact to

(1) execute, for and on behalf of the undersigned, Forms 
3, 4, and 5 (and any replacement form or successor to such 
forms, as may be established by the U.S. Securities and 
Exchange Commission from time to time) in accordance 
with Section 16(a) of the Securities Exchange Act of 
1934, as amended from time to time and the rules thereunder

(2) execute, for and on behalf of the undersigned, any Form 
144 (and any replacement form or successor to such form, as 
may be established by the U.S. Securities and Exchange 
Commission from time to time) required to be filed on behalf 
of the undersigned in accordance with Rule 144 of the U.S. 
Securities and Exchange Commission, as amended from time to 
time

(3) do and perform any and all acts for and on behalf of the 
undersigned which may be necessary or desirable to complete 
and execute any of the documents referred to in items (1) 
and (2) above and timely file the same with the U.S. Securities 
and Exchange Commission and any stock exchange or similar 
authority and

(4) take any action of any type whatsoever
 in connection 
with the foregoing (including but not limited to the execution 
of any written representations required on behalf of the 
undersigned to confirm compliance with Rule 144) which, in the 
opinion of such attorney-in-fact, may be of benefit to, in the 
best interest of, or legally required by, the undersigned, 
it being understood that the documents executed by such 
attorney-in-fact on behalf of the undersigned pursuant to this 
Power of Attorney shall be in such form and shall contain such 
terms and conditions as such attorney-in-fact may approve in 
such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full 
power and authority to do and perform any and every act and 
thing whatsoever requisite, necessary, or proper to be done in 
the exercise of any of the rights and powers herein granted, 
as fully to all intents and purposes as the undersigned might 
or could do if personally present, with full power of 
substitution or revocation, hereby ratifying and confirming 
all that such attorney-in-fact, or such attorney-in-fact's 
substitute or substitutes, shall lawfully do or cause to be 
done by virtue of this power of attorney and the rights 
and powers herein granted.  The undersigned acknowledges 
that the foregoing attorneys-in-fact, in serving in such 
capacity at the request of the undersigned, are not assuming, 
nor is United Technologies Corporation (the Company) assuming, 
any of the undersigned's responsibilities to comply with 
Section 16 of the Securities Exchange Act of 1934, Rule 144 
of the U.S. Securities and Exchange Commission or any other 
provision of the securities laws.

This Power of Attorney shall take effect when the merger 
contemplated by the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of September 4, 2017, by and among
United Technologies Corporation, Riveter Merger Sub. Corp.,
and Rockwell Collins Inc., is completed and shall remain in 
full force and effect until the undersigned is no longer required to
file any of the documents referred to above with respect to the undersigned's 
holdings of and transactions in securities issued by the Company, 
unless earlier revoked by the undersigned in a signed writing 
delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of 
Attorney to be executed as of this 3rd day of August, 2018.



/s/Robert K. Ortberg
Robert K. Ortberg