SEC Filing | Honeywell International Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Adamczyk Darius

(Last)

(First)

(Middle)

101 COLUMBIA ROAD

(Street)

MORRISTOWN

07962

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/07/2014

3. Issuer Name and Ticker or Trading Symbol
HONEYWELL INTERNATIONAL INC [ HON ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Pres. and CEO, PMT

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,563	D
Common Stock	663.206	I	Held in 401(k) plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (right to buy)	⁽¹⁾	02/25/2020	Common Stock	20,000	40.17	D
Employee Stock Options (right to buy)	⁽²⁾	02/24/2021	Common Stock	23,000	57.05	D
Employee Stock Options (right to buy)	⁽³⁾	02/28/2022	Common Stock	100,000	59.87	D
Employee Stock Options (right to buy)	⁽⁴⁾	02/26/2023	Common Stock	40,000	69.77	D
Employee Stock Options (right to buy)	⁽⁵⁾	02/26/2024	Common Stock	140,000	93.97	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	10,000	⁽⁷⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	100,000	⁽⁷⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	10,000	⁽⁷⁾	D
Supplemental Savings Plan Interests	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	453	⁽¹⁰⁾	D

Explanation of Responses:

1. The Employee Stock Options were granted under the Corporation's 2006 Stock Incentive Plan and are fully vested.

2. The Employee Stock Options were granted under the Corporation's 2006 Stock Incentive Plan with 17,250 options fully vested and 5,750 options vesting on February 25, 2015.

3. The Employee Stock Options were granted under the Corporation's 2011 Stock Incentive Plan with 50,000 options fully vested and 25,000 options that will vest each of March 1, 2015 and March 1, 2016.

4. The Employee Stock Options were granted under the Corporation's 2011 Stock Incentive Plan with 10,000 options fully vested and 10,000 options that will vest on each of February 27, 2015 and February 27, 2016.

5. The Employee Stock Options were granted under the Corporation's 2011 Stock Incentive Plan and vest in four equal annual installments with the first installment of 35,000 options vesting on February 27, 2015.

6. The Restricted Stock Units were granted under the Corporation's 2011 Stock Incentive Plan with 3,300 units vesting on each of July 29, 2014 and July 29, 2016 and 3,400 units vesting on July 29, 2018.

7. Instrument converts to common stock on a one-for one basis.

8. The Restricted Stock Units were granted under the Corporation's 2011 Stock Incentive Plan with 33,000 units vesting on each of March 1, 2015 and March 1, 2017 and 34,000 units vesting on March 1, 2019.

9. The Restricted Stock Units were granted under the Corporation's 2011 Stock Incentive Plan with all units vesting on February 27, 2016.

10. Instrument converts to common stock on a one-for-one basis and reflects phantom shares of common stock represented by Company contributions to my account under the Executive Supplemental Savings Plan under rule 16b-3 on April 7, 2014.

	Jeffrey N. Neuman FOR Darius Adamczyk	04/14/2014
	** 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 5 (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 Number.

CONFIRMING STATEMENT


         This Statement confirms that the undersigned, Darius Adamczyk,
has authorized and designated each of Jeffrey N. Neuman, Jacqueline Katzel or
Alison Zoellner (the "Designees") to execute and file on the undersigned's
behalf all Forms 3, 4 and 5 (including any amendments thereto) that the
undersigned may be required to file with the U.S. Securities and Exchange
Commission as a result of the undersigned's ownership of or transactions
in securities of Honeywell International Inc. The authority of the Designees
under this Statement shall continue until the undersigned is no longer
required to file Forms 4 and 5 with regard to the undersigned's
ownership of or transactions in securities of Honeywell International Inc.,
unless earlier revoked in writing. The undersigned acknowledges that the
Designees are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.



Date:  April  7, 2014

                                           /s/ Darius Adamczyk
                                           ---------------------
                                           Darius Adamczyk