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Form 4 L 3 COMMUNICATIONS HOLDI For: Feb 16 Filed by: Mega John S

February 17, 2016 4:46 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Mega John S
(Last) (First) (Middle)
C/O L-3 COMMUNICATIONS CORPORATION
600 THIRD AVENUE
(Street)
NEW YORK NY 10016
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
L 3 COMMUNICATIONS HOLDINGS INC [ LLL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2016
4. 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 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
Common Stock 02/16/2016   A   2,088 (1) A $ 0 17,922 (2) (3) D  
Common Stock 02/16/2016   A   925 (4) A $ 0 18,847 (3) D  
Common Stock 02/16/2016   F   342 (5) D $ 116.2 18,505 (3) D  
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
02/16/16 Employee Stock Option (Right to Buy) $ 116.2 02/16/2016   A   18,315     (6) 02/16/2026 Common Stock 18,315 $ 0 18,315 D  
Explanation of Responses:
1. Represents the deemed acquisition of restricted stock units upon the satisfaction of relevant performance criteria. These restricted stock units were granted on February 17, 2015 and vest on the three-year anniversary of the grant date, provided certain performance criteria have been met for the fiscal year ended December 31, 2015.
2. Reflects additional shares acquired through the Company's Employee Stock Purchase Plan and Master Savings (401(k)) Plan.
3. Does not include shares issuable upon the exercise of options.
4. Represents shares acquired through the vesting of performance units settled in common stock. The performance units were granted on February 20, 2013.
5. Represents the number of common shares surrendered to pay applicable tax withholding on the shares acquired through the vesting of the performance units.
6. This option vests annually in equal one-third increments beginning on the one-year anniversary of the grant date.
Remarks:
Senior Vice President and President of Communication Systems Group
/s/ Allen E. Danzig as Attorney-in-Fact 02/17/2016
** 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 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).
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.

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