Sec Form 4 Filing - Reusser Curtis C @ ESTERLINE TECHNOLOGIES CORP - 2019-03-05

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 Reusser Curtis C 2. Issuer Name and Ticker or Trading Symbol ESTERLINE TECHNOLOGIES CORP [ ESL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, President & CEO (Last) (First) (Middle) 500 108TH AVENUE NE, SUITE 1500 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2019 (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 03/05/2019 G 15,503 D $ 0 33,395 D Common Stock 03/07/2019 G 2,900 D $ 0 30,495 D Common Stock 03/14/2019 A 14,199 ( 1 ) A $ 0 44,694 D Common Stock 03/14/2019 D( 2 ) 44,694 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 Ind irect (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 ( 3 ) 03/14/2019 D( 3 ) 20,700 11/07/2018( 3 ) 11/07/2027( 3 ) Common Stock 20,700 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 71.85 ( 3 ) 03/14/2019 D( 3 ) 26,100 11/08/2017( 3 ) 11/08/2026( 3 ) Common Stock 26,100 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 79.31 ( 3 ) 03/14/2019 D( 3 ) 33,100 11/18/2016( 3 ) 11/18/2025( 3 ) Common Stock 33,100 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 88.75 ( 3 ) 03/14/2019 D( 3 ) 26,000 12/05/2014( 3 ) 12/05/2023( 3 ) Common Stock 26,000 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 117.53 ( 3 ) 03/14/2019 D( 3 ) 20,500 12/11/2015( 3 ) 12/11/2024( 3 ) Common Stock 20,500 ( 3 ) 0 D Restricted Stock Units $ 0 03/14/2019 D( 4 ) 21,788 ( 4 ) ( 4 ) Common Stock 21,788 ( 4 ) 0 D Restricted Stock Units $ 0 03/14/2019 D( 5 ) 8,200 11/07/2020( 5 ) 11/07/2020( 5 ) Common Stock 8,200 ( 5 ) 0 D Restricted Stock Units $ 0 03/14/2019 D( 5 ) 10,300 11/08/2019( 5 ) 11/08/2019( 5 ) Common Stock 10,300 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reusser Curtis C 500 108TH AVENUE NE, SUITE 1500 BELLEVUE, WA98004 X Chairman, President & CEO Signatures Amy L. Watson, Attorney in Fact 03/18/2019 Signature of Reporting Person Date

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 Ag reement) 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) 15,221 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) 6,567 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.

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