| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol B/E AEROSPACE INC [ BEAV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/13/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/13/2017 | A | 128(1) | A | $0 | 10,348(2) | D | |||
| Common Stock | 04/13/2017 | D | 10,348(1) | D | (3) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Fractional amounts have been rounded to the nearest whole number. |
| 2. Due to an administrative error by the reporting person, previous statements reported 74 less beneficially owned securities than were actually owned by the reporting person. |
| 3. In connection with the acquisition of B/E Aerospace, Inc. ("B/E Aerospace") by Rockwell Collins, Inc. ("Rockwell Collins"), pursuant to the Agreement and Plan of Merger, dated as of October 23, 2016, by and among B/E Aerospace, Rockwell Collins, and Quarterback Merger Sub Corp., (the "Merger Agreement") on April 13, 2017, the reporting person received $34.10 in cash, 0.3101 of a share of Rockwell Collins common stock, and cash in lieu of any fractional shares (collectively, the "Merger Consideration") for each share of B/E Aerospace common stock, other than restricted stock awards, owned by the reporting person. All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement. Pursuant to the Merger Agreement: (i) each unvested restricted stock award became fully vested immediately prior to the Effective Time, and was then immediately cancelled thereafter in exchange for the right to receive a cash payment equal to the Merger Consideration multiplied by the number of shares subject to each such restricted stock award; (ii) each outstanding deferred share unit immediately prior to the Effective Time was converted into the right to receive the Merger Consideration at the Effective Time; and (iii) each restricted stock unit became fully vested immediately prior to the Effective Time and settled in cash. This amount represented, as of immediately prior to the Effective Time, 3,991 shares of common stock held by the reporting person that were not subject to an equity award, approximately 3,867 shares subject to deferral under the Non-Employee Directors Plan, 1,602 shares subject to outstanding restricted stock awards, and 889 shares subject to outstanding restricted stock unit awards. The exact number of shares subject to deferral may vary slightly due to rounding and accumulation of fractional shares. |
| /s/ John T Whates | 04/13/2017 | |
| ** 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. | ||
