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 *

Dambrosio Ralph 		2. Issuer Name and Ticker or Trading Symbol

L3 TECHNOLOGIES, INC. [ LLL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

C/O L3 TECHNOLOGIES, INC., 600 THIRD AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/16/2018
(Street)

NEW YORK, NY 10016
(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   2/16/2018     F    2137   D $212.89   45727   (1) (2) D    
Common Stock   2/20/2018     A    5141   (3) A $0   50868   (1) D    
Common Stock   2/20/2018     F    2518   (4) D $210.98   48350   (1) D    
Common Stock   2/20/2018     A    4799   (5) A $0   53149   (1) D    
Common Stock   2/20/2018     A    3839   (6) A $0   56988   (1) D    

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
02/20/18 Employee Stock Option (Right to Buy)   $210.98   2/20/2018     A      21023         (7) 2/20/2028   Common Stock   21023   $0   21023   D    

Explanation of Responses:
(1)  Does not include shares issuable upon the exercise of options.
(2)  Reflects additional shares acquired through the Company's Master Savings (401(k)) Plan.
(3)  Represents shares acquired through the vesting of performance units settled in common stock. The performance units were granted on February 17, 2015.
(4)  Represents the number of common shares surrendered to pay applicable tax withholding on the shares acquired through the vesting of the performance units.
(5)  Represents the deemed acquisition of restricted stock units upon the satisfaction of relevant performance criteria. These restricted stock units were granted on February 21, 2017 and vest on the three-year anniversary of the grant date, provided certain performance criteria have been met for the fiscal year ended December 31, 2017.
(6)  Grant of restricted stock units which vest on the three-year anniversary of the grant date.
(7)  This option vests annually in equal one-third increments beginning on the one-year anniversary of the grant date.

Remarks:
Senior Vice President and Chief Financial Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dambrosio Ralph
C/O L3 TECHNOLOGIES, INC.
600 THIRD AVENUE
NEW YORK, NY 10016

See Remarks

Signatures
/s/ Allen E. Danzig as Attorney-in-Fact 2/21/2018
** 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.
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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