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^*

Odierno Raymond T

(Last)

(First)

(Middle)

300 SOUTH TRYON STREET

(Street)

CHARLOTTE

28202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/28/2020

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)

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)
Deferred Compensation (Phantom Shares)	⁽¹⁾	⁽¹⁾	Common Stock	367.25	⁽¹⁾	D
Stock Option (right to buy)	⁽²⁾	02/27/2030	Common Stock	481	156.4	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	53	⁽³⁾	D

Explanation of Responses:

1. Phantom shares are accrued under the Deferred Compensation Plan for Non-Employee Directors and will be settled in cash following termination or retirement. Each phantom share is the economic equivalent of one share of common stock.

2. Represents exempt grant of non-qualified stock options under the 2016 Stock Plan for Non-Employee Directors of Honeywell International Inc. that vest in four equal annual installments, with the first installment vesting on February 28, 2021.

3. The Restricted Stock Units were granted under the 2016 Stock Plan for Non-Employee Directors of Honeywell International Inc. and vest on February 28, 2023. Instrument converts to common stock on a one-for-one basis.

	Su Ping Lu for Raymond T. Odierno	03/03/2020
	** 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).
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      This Statement confirms that the undersigned
has authorized and designated each of Anne T. Madden,
Su Ping Lu or Victor J. Miller (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:  February 28, 2020

                                           /s/ Raymond T. Odierno
                                           ---------------------
                                               Raymond T. Odierno