Jeffrey A. Standerski Form 4 ROCKWELL COLLINS / JEFFREY A. STANDERSKI 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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X

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^*

STANDERSKI JEFFREY A.

(Last) (First) (Middle)

M/S 124-223

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, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2018

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	11/26/2018		D		15,216(1)	A	(1)	0	D
Common Stock	11/26/2018		D		4,307.7898(2)	D	(2)	0	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)	$83.69	11/26/2018		M			3,434	(3)	11/17/2024	Common Stock	3,434	$0	0	D
Stock Option (Right to Buy)	$86.75	11/26/2018		M			7,534	(3)	11/09/2025	Common Stock	7,534	$0	0	D
Stock Option (Right to Buy)	$93.99	11/26/2018		M			734	(3)	04/20/2026	Common Stock	734	$0	0	D
Stock Option (Right to Buy)	$88.71	11/26/2018		M			14,600	(3)	11/14/2026	Common Stock	14,600	$0	0	D
Phantom Stock	(5)	11/26/2018		M			1,140.3512	(4)	(4)	Common Stock	1,140.3512	(5)	0	I	By Non-Qualified Savings Plan

Explanation of Responses:

1. Includes (a) 8,178 shares of Issuer common stock disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated September 4, 2017, by and among the Issuer, United Technologies Corporation ("UTC") and the Riveter Merger Sub Corp., for the per share merger consideration of $93.33 in cash and .37525 shares of UTC common stock and cash for partial shares (the "Merger Consideration"), (b) 2,819 shares disposed of for Merger Consideration upon immediate vesting of FY'17-19 performance shares at target pursuant to the Merger Agreement and (c) 1,688 restricted stock units and 2,531 FY'18-20 performance shares granted in November 2017 exchanged for a number of UTC restricted stock units based upon the Equity Award Exchange Ratio (as set forth in the Merger Agreement).

2. Disposed of for Merger Consideration to be received by the reporting person's account under the Savings Plan.

3. These options, which provided for vesting in three equal annual installments commencing on the date of grant (which was ten years prior to the expiration date), were disposed of for the right to receive the Merger Consideration for each Net Option Share (as set forth in the Merger Agreement) subject to the option.

4. Represents phantom shares of the common stock held in the Issuer's 2005 non-qualified savings plan exchanged for a cash payment based upon the value of the Merger Consideration (as set forth in the Merger Agreement).

5. The price varies based on the date the phantom stock was credited.

Remarks:

	Joshua A. Mullin, Attorney-in-Fact	11/28/2018
	** Signature of Reporting Person	Date
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