Edgar Filing: TEXTRON INC

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Johnson Cheryl H

2. Issuer Name and Ticker or Trading Symbol
TEXTRON INC [TXT]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive VP, Human Resources

(Last)

(First)

(Middle)

40 WESTMINSTER STREET

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2014

(Street)

PROVIDENCE, RI 02903

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2014		A		4,379	A	$ 0	25,891.68	D
Common Stock	03/01/2014		M		1,212	A	$ 0	27,103.68	D
Common Stock	03/01/2014		D		1,212	D	$ 39.7	25,891.68	D
Common Stock								1,857.039	I	Held on behalf of the Reporting Person by the Textron Savings Plan (as of February 28, 2014).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option - Right to Buy

$ 39.7

03/01/2014

13,731

⁽¹⁾

02/29/2024

Common Stock

13,731

$ 0 ⁽²⁾

13,731

Cash-Settled Restricted Stock Units

$ 0 ⁽³⁾

03/01/2014

593

⁽⁴⁾

Common Stock

593

$ 0 ⁽²⁾

Cash-Settled Restricted Stock Units

$ 0 ⁽³⁾

03/01/2014

425

⁽⁵⁾

Common Stock

425

$ 0 ⁽²⁾

424

Cash-Settled Restricted Stock Units

$ 0 ⁽³⁾

03/01/2014

194

⁽⁶⁾

Common Stock

194

$ 0 ⁽²⁾

388

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Johnson Cheryl H 40 WESTMINSTER STREET PROVIDENCE, RI 02903			Executive VP, Human Resources

Signatures

/s/ Ann T. Willaman, Attorney-in-Fact		03/04/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The option vests in three (3) equal annual installments, beginning on March 1, 2015.
(2)	Issued pursuant to the Textron 2007 Long-Term Incentive Plan.
(3)	Each stock unit is valued based upon the value of one (1) share of Textron Inc. Common Stock.
(4)	Payable in cash in two (2) equal annual installments, beginning on March 1, 2013.
(5)	Payable in cash in three (3) equal annual installments, beginning on March 1, 2013.
(6)	Payable in cash in four (4) equal annual installments, beginning on March 1, 2013.

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