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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ESTERLINE TECHNOLOGIES CORP [ ESL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/05/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/05/2019 | G | 15,503 | D | $0.0000 | 33,395 | D | |||
Common Stock | 03/07/2019 | G | 2,900 | D | $0.0000 | 30,495 | D | |||
Common Stock | 03/14/2019 | A | 14,199(1) | A | $0.0000 | 44,694 | D | |||
Common Stock | 03/14/2019 | D(2) | 44,694 | D | $122.5 | 0.0000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee Stock Option (Right to Buy) | $92.75(3) | 03/14/2019 | D(3) | 20,700 | 11/07/2018(3) | 11/07/2027(3) | Common Stock | 20,700 | (3) | 0.0000 | D | ||||
Employee Stock Option (Right to Buy) | $71.85(3) | 03/14/2019 | D(3) | 26,100 | 11/08/2017(3) | 11/08/2026(3) | Common Stock | 26,100 | (3) | 0.0000 | D | ||||
Employee Stock Option (Right to Buy) | $79.31(3) | 03/14/2019 | D(3) | 33,100 | 11/18/2016(3) | 11/18/2025(3) | Common Stock | 33,100 | (3) | 0.0000 | D | ||||
Employee Stock Option (Right to Buy) | $88.75(3) | 03/14/2019 | D(3) | 26,000 | 12/05/2014(3) | 12/05/2023(3) | Common Stock | 26,000 | (3) | 0.0000 | D | ||||
Employee Stock Option (Right to Buy) | $117.53(3) | 03/14/2019 | D(3) | 20,500 | 12/11/2015(3) | 12/11/2024(3) | Common Stock | 20,500 | (3) | 0.0000 | D | ||||
Restricted Stock Units | $0.0000 | 03/14/2019 | D(4) | 21,788 | (4) | (4) | Common Stock | 21,788 | (4) | 0.0000 | D | ||||
Restricted Stock Units | $0.0000 | 03/14/2019 | D(5) | 8,200 | 11/07/2020(5) | 11/07/2020(5) | Common Stock | 8,200 | (5) | 0.0000 | D | ||||
Restricted Stock Units | $0.0000 | 03/14/2019 | D(5) | 10,300 | 11/08/2019(5) | 11/08/2019(5) | Common Stock | 10,300 | (5) | 0.0000 | D |
Explanation of Responses: |
1. These shares were granted pursuant to performance-based restricted stock unit awards deemed earned at target and prorated pursuant to the terms of the Agreement and Plan of Merger, dated as of October 9, 2018, as amended (the "Merger Agreement"), by and among Esterline Technologies Corporation ("Issuer"), TransDigm Group Incorporated, and Thunderbird Merger Sub, Inc. |
2. Pursuant to the terms of the Merger Agreement, each outstanding share of common stock of Issuer at the Effective Time (as defined in the Merger Agreement) was converted into the right to receive an amount in cash equal to $122.50. |
3. Pursuant to the Merger Agreement, each option to purchase shares of common stock of the Issuer, whether vested or unvested, was, as of the Effective Time, cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the amount by which $122.50 exceeds the per-share exercise price of such option, by (b) the total number of shares of Issuer common stock underlying such option. |
4. Pursuant to the Merger Agreement (a) 15,221 restricted stock units, were, as of the Effective Time, cancelled and converted into the right to receive an amount in cash equal to $122.50 for each share of Issuer common stock underlying such restricted stock units and (b) 6,567 restricted stock units were forfeited for no consideration. |
5. Pursuant to the Merger Agreement, each restricted stock unit award , whether vested or unvested, was, as of the Effective Time, cancelled and converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) $122.50, by (b) the total number of shares of Issuer common stock underlying such award. |
Amy L. Watson, Attorney in Fact | 03/18/2019 | |
** 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. |