Axalta Coating Systems (AXTA) Form 4 Axalta Coating Systems / Sean M. Lannon 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^*

Lannon Sean M.

(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)
VP Corp Fin & Controller, PAO

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2018

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 Shares	02/06/2018		M		848	A	(1)	14,011	D
Common Shares	02/07/2018		S(2)		276	D	$30.29	13,735	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
Performance Share Units	(3)	02/05/2018		A		5,199		(4)	(4)	Common Shares	5,199	$0.00	5,199	D
Restricted Stock Units	(5)	02/05/2018		A		2,599		(6)	(6)	Common Shares	2,599	$0.00	2,599	D
Employee Stock Option	$29.81	02/05/2018		A		9,884		(7)	02/04/2028	Common Shares	9,884	$0.00	9,884	D
Restricted Stock Units	(1)	02/06/2018		M		839		(6)	(6)	Common Shares	839	$0.00	1,705	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading instruction to satisfy the reporting person's tax withholding obligation upon vesting of a portion of a restricted stock award.

3. Each performance share unit represents a contingent right to receive one common share of Axalta Coating Systems Ltd.

4. The number of shares issued under this award on the third anniversary of the grant date may range from zero to 200% of the number of performance share units set forth above based upon the Company's relative total shareholder return during the three-year performance cycle ending December 31, 2020.

5. Each restricted stock unit represents a contingent right to receive one common share of Axalta Coating Systems Ltd.

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

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

Remarks:

	/s/ Jared T. Zane, attorney-in-fact	02/07/2018
	** 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).
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