Edgar Filing: HENRY ROBERT K

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 ^*

HENRY ROBERT K

2. Issuer Name and Ticker or Trading Symbol
HARRIS CORP /DE/ [HRS]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Exec. VP and COO

(Last)

(First)

(Middle)

CORPORATE HEADQUARTERS, 1025 W. NASA BOULEVARD

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2009

(Street)

MELBOURNE, FL 32919

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)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Phantom Stock Units

⁽¹⁾

11/06/2009

30,000 ⁽²⁾

⁽³⁾

Common Stock, Par Value $1.00

30,000

$ 44.23

29,763.3 ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HENRY ROBERT K CORPORATE HEADQUARTERS 1025 W. NASA BOULEVARD MELBOURNE, FL 32919			Exec. VP and COO

Signatures

By: /s/ Scott T. Mikuen, Attorney-in-Fact, For: Robert K. Henry		11/09/2009
^**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)	Each phantom stock unit is the economic equivalent of one share of the Issuer's common stock.
(2)	The disposition of 30,000 phantom stock units, as reported in this Form 4, was effected pursuant to a plan adopted by the reporting person on August 14, 2009, pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934. The value of the 30,000 phantom stock units was transferred into alternative investment accounts under the Harris Corporation Supplemental Executive Retirement Plan.
(3)	The phantom stock units were accrued under the Harris Corporation Supplemental Executive Retirement Plan. Phantom stock units are to be settled in cash upon the reporting person's retirement or other events. Prior to settlement, the reporting person may also transfer phantom stock units into alternative investment accounts.
(4)	The aggregate of 29,763.30 phantom stock units includes: (a) 2,362.61 units acquired pursuant to an adjustment to the number of phantom units as a result of a reinvestment into phantom stock units of the value related to the spin-off dividend distribution of the Issuer's Harris Stratex Networks, Inc. subsidiary on 5/27/09; (b) 1,994.76 units acquired through dividend reinvestment in the Supplemental Executive Retirement Plan from 2/29/08 through 9/4/09; and (c) a reduction of 71.58 units due to rounding of previous reports of the Plan's record keeper on 7/25/08 and 7/31/09.
Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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