Esterline Technologies Form 4 ESTERLINE TECHNOLOGIES / Roger Alan Ross 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^*

Ross Roger Alan

(Last) (First) (Middle)

500 108TH AVENUE NE, SUITE 1500

(Street)

BELLEVUE WA 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 - Sensors & Systems

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2019

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/14/2019		A		2,749(1)	A	$0.0000	7,813	D
Common Stock	03/14/2019		D(2)		7,813	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$78.87(3)	03/14/2019		D(3)			2,625	08/24/2016(3)	08/24/2025(3)	Common Stock	2,625	(3)	0.0000	D
Employee Stock Option (Right to Buy)	$92.75(3)	03/14/2019		D(3)			3,150	11/07/2018(3)	11/07/2027(3)	Common Stock	3,150	(3)	0.0000	D
Employee Stock Option (Right to Buy)	$71.85(3)	03/14/2019		D(3)			2,550	11/08/2017(3)	11/08/2026(3)	Common Stock	2,550	(3)	0.0000	D
Employee Stock Option (Right to Buy)	$79.31(3)	03/14/2019		D(3)			1,200	11/18/2016(3)	11/18/2025(3)	Common Stock	1,200	(3)	0.0000	D
Restricted Stock Units	$0.0000	03/14/2019		D(4)			4,534	(4)	(4)	Common Stock	4,534	(4)	0.0000	D
Restricted Stock Units	$0.0000	03/14/2019		D(5)			1,700	11/07/2020(5)	11/07/2020(5)	Common Stock	1,700	(5)	0.0000	D
Restricted Stock Units	$0.0000	03/14/2019		D(5)			2,000	11/08/2019(5)	11/08/2019(5)	Common Stock	2,000	(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) 3,167 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) 1,367 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
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