Albert S Yost Form 4 ESTERLINE TECHNOLOGIES / ALBERT S YOST 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

OMB APPROVAL

OMB Number:			3235-0287
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^*

YOST ALBERT S

(Last)

(First)

(Middle)

500 108TH AVENUE NE, SUITE 1500

(Street)

BELLEVUE

98004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ESTERLINE TECHNOLOGIES CORP [ ESL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Pres--Advanced Materials

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2019

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)
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	02/14/2019		G		4,127	D	$0.0000	6,739⁽¹⁾	D
Common Stock	03/14/2019		A		3,213⁽²⁾	A	$0.0000	9,952	D
Common Stock	03/14/2019		D⁽³⁾		9,952	D	$122.5	0.0000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$92.75⁽⁴⁾	03/14/2019		D⁽⁴⁾			4,800	11/07/2018⁽⁴⁾	11/07/2027⁽⁴⁾	Common Stock	4,800	⁽⁴⁾	0.0000	D
Employee Stock Option (Right to Buy)	$71.85⁽⁴⁾	03/14/2019		D⁽⁴⁾			5,800	11/08/2017⁽⁴⁾	11/08/2026⁽⁴⁾	Common Stock	5,800	⁽⁴⁾	0.0000	D
Employee Stock Option (Right to Buy)	$79.31⁽⁴⁾	03/14/2019		D⁽⁴⁾			5,500	11/18/2016⁽⁴⁾	11/18/2025⁽⁴⁾	Common Stock	5,500	⁽⁴⁾	0.0000	D
Employee Stock Option (Right to Buy)	$88.75⁽⁴⁾	03/14/2019		D⁽⁴⁾			5,100	12/05/2014⁽⁴⁾	12/05/2023⁽⁴⁾	Common Stock	5,100	⁽⁴⁾	0.0000	D
Employee Stock Option (Right to Buy)	$117.53⁽⁴⁾	03/14/2019		D⁽⁴⁾			3,800	12/11/2015⁽⁴⁾	12/11/2024⁽⁴⁾	Common Stock	3,800	⁽⁴⁾	0.0000	D
Restricted Stock Units	$0.0000	03/14/2019		D⁽⁵⁾			5,197	⁽⁵⁾	⁽⁵⁾	Common Stock	5,197	⁽⁵⁾	0.0000	D
Restricted Stock Units	$0.0000	03/14/2019		D⁽⁶⁾			1,900	11/07/2020⁽⁶⁾	11/07/2020⁽⁶⁾	Common Stock	1,900	⁽⁶⁾	0.0000	D
Restricted Stock Units	$0.0000	03/14/2019		D⁽⁶⁾			2,300	11/08/2019⁽⁶⁾	11/08/2019⁽⁶⁾	Common Stock	2,300	⁽⁶⁾	0.0000	D

Explanation of Responses:

1. Includes shares acquired under the Esterline Technologies Corporation employee stock purchase plan.

2. 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 Thuderbird Merger Sub, Inc.

3. Pursuant to 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.

4. 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.

5. Pursuant to the Merger Agreement (a) 3,630 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) 1,567 restricted stock units were forfeited for no consideration.

6. 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.

Albert S Yost Form 4ESTERLINE TECHNOLOGIES / ALBERT S YOST ownership change