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 *

Gautam Rajeev
2. Issuer Name and Ticker or Trading Symbol

HONEYWELL INTERNATIONAL INC [ HON ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO, PMT
(Last)          (First)          (Middle)

300 SOUTH TRYON STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

7/31/2019
(Street)

CHARLOTTE, NC 28202
(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   7/31/2019     M    11162   (1) (2) (3) A   (1) 45614   D    
Common Stock   7/31/2019     F    5710   D $172.08   39904   D    
Common Stock                  2935   I   Held in 401(k) plan  

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
Performance-Based Restricted Stock Units     (1) 7/31/2019     M         11162   (1) (2) (3)     (1)   (1) Common Stock   11162   (1) (2) (3) $0   10512   (2) (4) D    

Explanation of Responses:
(1)  Acquired pursuant to the settlement of Performance-Based Restricted Stock Units granted on July 29, 2016 under the 2016 Stock Incentive Plan of Honeywell International Inc. and its Affiliates. The performance period of the Performance-Based Restricted Stock Units ended on July 31, 2019, and the shares vest in two installments on July 31, 2019 and July 31, 2021. As a result of Honeywell's cumulative Total Shareholder Return (TSR) for the 3-year performance period (August 1, 2016 - July 31, 2019) relative to its compensation peer group, the Performance-Based Restricted Stock Units were earned at 200% of target.
(2)  The Performance-Based Restricted Stock Units were adjusted to increase the number of shares in a manner subject to the adjustment provisions of the AdvanSix Inc. spin-off from Honeywell which occurred on October 1, 2016; the Garrett Motion Inc. spin-off from Honeywell which occurred on October 1, 2018; and the Resideo Technologies, Inc. spin-off from Honeywell which occurred on October 29, 2018.
(3)  Includes the reinvestment of dividend equivalents into 662 additional shares.
(4)  Excludes the reinvestment of dividend equivalents during the performance period and vesting period.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gautam Rajeev
300 SOUTH TRYON STREET
CHARLOTTE, NC 28202


President & CEO, PMT

Signatures
Su Ping Lu for Rajeev Gautam 8/2/2019
** 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.
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