Sec Form 4 Filing - Reid Brian D @ ESTERLINE TECHNOLOGIES CORP - 2019-03-14

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 Reid Brian D 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) Corp. Controller & CAO (Last) (First) (Middle) 500 108TH AVENUE NE, SUITE 1500 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2019 (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

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) $ 75.85 ( 1 ) 03/14/2019 D( 1 ) 1,000 05/14/2019( 1 ) 05/14/2028( 1 ) Common Stock 1,000 ( 1 ) 0 D Employee Stock Option (Right to Buy) $ 73.4 ( 1 ) 03/14/2019 D( 1 ) 3,000 06/14/2019( 1 ) 06/14/2028( 1 ) Common Stock 3,000 ( 1 ) 0 D Employee Stock Option (Right to Buy) $ 70.1 ( 1 ) 03/14/2019 D( 1 ) 1,875 11/14/2018( 1 ) 11/14/2027( 1 ) Common Stock 1,875 ( 1 ) 0 D Employee Stock Option (Right to Buy) $ 94.96 ( 1 ) 03/14/2019 D( 1 ) 625 12/02/2016( 1 ) 12/02/2025( 1 ) Common Stock 625 ( 1 ) 0 D Restricted Stock Units $ 0 03/14/2019 D( 2 ) 820 ( 2 ) ( 2 ) Common Stock 820 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reid Brian D 500 108TH AVENUE NE, SUITE 1500 BELLEVUE, WA98004 Corp. Controller & CAO Signatures Amy L. Watson, Attorney in Fact 03/18/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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., each option to purchase shares of common stock of the Issuer, whether vested or unvested, was, as of the Effective Time (as defined in the Merger Agreement), 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. ( 2 )Pursuant to the Merger Agreement (a) 572 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) 248 restricted stock units were forfeited for no consideration.

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