SEC Filing | Honeywell International Inc.

View:

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Madsen Michael R

(Last)

(First)

(Middle)

300 SOUTH TRYON STREET

(Street)

CHARLOTTE

28202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/15/2019

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)
President & CEO, Aerospace

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	28,281⁽¹⁾	D
Common Stock	227.396	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)	⁽¹⁵⁾	02/26/2024	Common Stock	16,007	89.48	D
Employee Stock Options (right to buy)	⁽¹⁵⁾	02/25/2025	Common Stock	13,696	98.93	D
Employee Stock Options (right to buy)	⁽²⁾	02/24/2026	Common Stock	23,107	98.7	D
Employee Stock Options (right to buy)	⁽³⁾	02/27/2027	Common Stock	24,021	119.69	D
Employee Stock Options (right to buy)	⁽⁴⁾	02/26/2028	Common Stock	24,021	148.79	D
Employee Stock Options (right to buy)	⁽⁵⁾	02/25/2029	Common Stock	23,735	154.22	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	2,146	⁽⁷⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	3,521	⁽⁷⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	3,437	⁽⁷⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	3,502	⁽⁷⁾	D
Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	3,437	⁽⁷⁾	D
Restricted Stock Units	⁽¹²⁾	⁽¹²⁾	Common Stock	3,314	⁽⁷⁾	D
Restricted Stock Units	⁽¹³⁾	⁽¹³⁾	Common Stock	8,629	⁽⁷⁾	D
Supplemental Savings Plan Interests	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	340.482	⁽¹⁴⁾	D

Explanation of Responses:

1. Includes shares held in a separate dividend reinvestment plan account of a family member over which the reporting person has power of attorney.

2. The Employee Stock Options were granted under the 2011 Stock Incentive Plan with 17,330 options fully vested and 5,777 options vesting on February 25, 2020.

3. The Employee Stock Options were granted under the 2016 Stock Incentive Plan with 12,010 options fully vested and 6,005 options vesting on February 28, 2020 and 6,006 on February 28, 2021.

4. The Employee Stock Options were granted under the 2016 Stock Incentive Plan with 6,004 options full vested and 6,006 options vesting on February 27, 2020; 6,005 options vesting on February 27, 2021 and 6,006 options vesting on February 27, 2022.

5. Employee Stock Options were granted under the 2016 Stock Incentive Plan with 5,933 options vesting on February 26, 2020; 5,933 options vesting on February 26, 2021; 5,933 options vesting on February 26, 2022 and 5,936 options vesting on February 26, 2023.

6. The Restricted Stock Units were granted under the 2011 Stock Incentive Plan with all units vesting on July 26, 2020.

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

8. The Restricted Stock Units were granted under the 2016 Stock Incentive Plan with 1,733 units vesting on July 29, 2021 and 1,788 units vesting on July 29, 2023.

9. The Restricted Stock Units were granted under the 2016 Stock Incentive Plan with all units vesting on February 28, 2020.

10. The Restricted Stock Units were granted under the 2016 Stock Incentive Plan with 1,724 units vesting on July 27, 2021 and 1,778 units vesting on July 27, 2023.

11. The Restricted Stock Units were granted under the 2016 Stock Incentive Plan with all units vesting on February 27, 2021.

12. The Restricted Stock Units were granted under the 2016 Stock Incentive Plan with all units vesting on February 26, 2022.

13. The Restricted Stock Units were granted under the 2016 Stock Incentive Plan with 2,847 units vesting on July 25, 2021, 2,848 units vesting on July 25, 2023 and 2,934 units vesting on July 25, 2025.

14. 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 October 15, 2019.

15. The Employee Stock Options were granted under the 2011 Stock Incentive Plan and are fully vested.

	Su Ping Lu for Michael R. Madsen	10/25/2019
	** 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 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.



      This Statement confirms that the undersigned
has authorized and designated Aesignated each of
Anne T. Madden, Su Ping Lu or Victor J. Miller (the "Designees")
to execute and file on the undersigned's behalfall 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:  October 16, 2019

                                           /s/ Michael Madsen
                                           ---------------------
                                               Michael Madsen




C