Sec Form 4 Filing - YOST ALBERT S @ ESTERLINE TECHNOLOGIES CORP - 2019-02-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
YOST ALBERT S
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--Advanced Materials
(Last) (First) (Middle)
500 108TH AVENUE NE, SUITE 1500
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2019
(Street)
BELLEVUE, WA98004
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/14/2019 G 4,127 D $ 0 6,739 ( 1 ) D
Common Stock 03/14/2019 A 3,213 ( 2 ) A $ 0 9,952 D
Common Stock 03/14/2019 D( 3 ) 9,952 D $ 122.5 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 92.75 ( 4 ) 03/14/2019 D( 4 ) 4,800 11/07/2018( 4 ) 11/07/2027( 4 ) Common Stock 4,800 ( 4 ) 0 D
Employee Stock Option (Right to Buy) $ 71.85 ( 4 ) 03/14/2019 D( 4 ) 5,800 11/08/2017( 4 ) 11/08/2026( 4 ) Common Stock 5,800 ( 4 ) 0 D
Employee Stock Option (Right to Buy) $ 79.31 ( 4 ) 03/14/2019 D( 4 ) 5,500 11/18/2016( 4 ) 11/18/2025( 4 ) Common Stock 5,500 ( 4 ) 0 D
Employee Stock Option (Right to Buy) $ 88.75 ( 4 ) 03/14/2019 D( 4 ) 5,100 12/05/2014( 4 ) 12/05/2023( 4 ) Common Stock 5,100 ( 4 ) 0 D
Employee Stock Option (Right to Buy) $ 117.53 ( 4 ) 03/14/2019 D( 4 ) 3,800 12/11/2015( 4 ) 12/11/2024( 4 ) Common Stock 3,800 ( 4 ) 0 D
Restricted Stock Units $ 0 03/14/2019 D( 5 ) 5,197 ( 5 ) ( 5 ) Common Stock 5,197 ( 5 ) 0 D
Restricted Stock Units $ 0 03/14/2019 D( 6 ) 1,900 11/07/2020( 6 ) 11/07/2020( 6 ) Common Stock 1,900 ( 6 ) 0 D
Restricted Stock Units $ 0 03/14/2019 D( 6 ) 2,300 11/08/2019( 6 ) 11/08/2019( 6 ) Common Stock 2,300 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
YOST ALBERT S
500 108TH AVENUE NE, SUITE 1500
BELLEVUE, WA98004
EVP, Pres--Advanced Materials
Signatures
Amy L. Watson, Attorney in Fact 03/18/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes shares acquired under the Esterline Technologies Corporation employee stock purchase plan.
( 2 )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 Thuderbird Merger Sub, Inc.
( 3 )Pursuant to 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.
( 4 )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.
( 5 )Pursuant to the Merger Agreement (a) 3,630 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) 1,567 restricted stock units were forfeited for no consideration.
( 6 )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.

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