Axalta Coating Systems (AXTA) Form 4 Axalta Coating Systems / Steven R. Markevich 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^*

Markevich Steven R.

(Last) (First) (Middle)

TWO COMMERCE SQUARE

2001 MARKET STREET SUITE 3600

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Axalta Coating Systems Ltd. [ AXTA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & President, OEM

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2015

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 Shares	05/11/2015		M		51,582	A	$5.92	196,114	D
Common Shares	05/11/2015		M		17,340	A	$8.88	213,454	D
Common Shares	05/11/2015		S(1)		113,216	D	$31.99(2)	100,238	D
Common Shares	05/11/2015		S(1)		48,656	D	$32.44(3)	51,582	D
Common Shares	05/12/2015		M		127,089	A	$8.88	178,671	D
Common Shares	05/12/2015		M		165,062	A	$11.84	343,733	D
Common Shares	05/12/2015		S(1)		292,151	D	$32.6(4)	51,582	D
Common Shares	05/12/2015		A		123,076(5)	A	$0.00	174,658	D
Common Shares	05/12/2015		A		16,923(6)	A	$0.00	191,581	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
Employee Stock Option	$5.92	05/11/2015		M			51,582	(7)	07/30/2023	Common Shares	51,582	$0.00	154,746	D
Employee Stock Option	$8.88	05/11/2015		M			17,340	(7)	07/30/2023	Common Shares	17,340	$0.00	343,731	D
Employee Stock Option	$8.88	05/12/2015		M			127,089	(7)	07/30/2023	Common Shares	127,089	$0.00	216,642	D
Employee Stock Option	$11.84	05/12/2015		M			165,062	(7)	07/30/2023	Common Shares	165,062	$0.00	247,592	D
Employee Stock Option	$32.5	05/12/2015		A		65,734		(8)	05/11/2025	Common Shares	65,734	$0.00	65,734	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan duly adopted by the reporting person.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $31.19 to $ 32.18. The reporting person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $32.19 to $ 32.75. The reporting person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $32.13 to $ 33.07. The reporting person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. This restricted stock grant vests in two equal annual installments beginning on the second anniversary of the grant date.

6. This restricted stock grant vests in three equal annual installments beginning on the first anniversary of the grant date.

7. This option vested in five equal annual installments beginning on January 1, 2014. On April 8, 2015, this option vested in full in accordance with the terms of the Axalta Coating Systems Bermuda Co., Ltd. 2013 Equity Incentive Plan.

8. This option vests in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ W. Andrew Macan, attorney-in-fact	05/13/2015
	** 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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