Perna Robert J Form 4 ROCKWELL COLLINS / ROBERT J PERNA ownership change

SEC Form 4

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

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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^*

PERNA ROBERT J

(Last) (First) (Middle)

M/S 124-323

400 COLLINS ROAD NE

(Street)

CEDAR RAPIDS IA 52498

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ROCKWELL COLLINS INC [ COL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. VP, Gnrl Counsel & Secy

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2017

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	12/04/2017		M(1)		14,600	A	$76.1	23,220	D
Common Stock	12/04/2017		M(1)		14,700	A	$83.69	37,920	D
Common Stock	12/04/2017		M(1)		11,733	A	$86.75	49,653	D
Common Stock	12/04/2017		M(1)		6,566	A	$88.71	56,219	D
Common Stock	12/04/2017		S(1)		44,399	D	$133.43(2)	11,820	D
Common Stock	12/04/2017		S(1)		3,200	D	$133.76(3)	8,620	D
Common Stock								509.9743(4)	I	By Savings Plan

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
Stock Option (Right to Buy)(5)	$76.1	12/04/2017		M			14,600	(6)	02/06/2024	Common Stock	14,600	$0	0	D
Stock Option (Right to Buy)(5)	$83.69	12/04/2017		M			14,700	(6)	11/17/2024	Common Stock	14,700	$0	0	D
Stock Option (Right to Buy)(5)	$86.75	12/04/2017		M			11,733	(6)	11/09/2025	Common Stock	11,733	$0	5,867	D
Stock Option (Right to Buy)(5)	$88.71	12/04/2017		M			6,566	(6)	11/14/2026	Common Stock	6,566	$0	13,134	D

Explanation of Responses:

1. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 1, 2017.

2. The price reported is a weighted average. These shares were sold in multiple transactions at prices ranging from $132.70 to $133.68, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, or other appropriate persons, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

3. The price reported is a weighted average. These shares were sold in multiple transactions at prices ranging from $133.71 to $133.81, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, or other appropriate persons, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

4. Shares represented by Company stock fund units under the Company's tax-qualified savings plan, including shares acquired on a periodic basis pursuant to the Plan, based on information furnished by the Plan Administrator as of December 1, 2017.

5. Employee stock options granted pursuant to the Company's 2015 Long-Term Incentives Plan ("LTIP").

6. The options vest in three equal or substantially equal annual installments beginning 9 years prior to the Expiration Date.

Remarks:

	Vaughn M. Klopfenstein, Attorney-in-Fact	12/05/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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