SEC FORM 4

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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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^*

STATLER KENT L

(Last)

(First)

(Middle)

M/S 124-123

400 COLLINS ROAD NE

(Street)

CEDAR RAPIDS

52498-0001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROCKWELL COLLINS INC [ COL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	ExecVP and COO, Commercial Sys

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2015		M⁽¹⁾		2,229	A	$44.85	39,230.815⁽²⁾	D
Common Stock	03/10/2015		M⁽¹⁾		10,600	A	$74.05	49,830.815⁽²⁾	D
Common Stock	03/10/2015		M⁽¹⁾		3,290	A	$30.39	53,120.815⁽²⁾	D
Common Stock	03/10/2015		M⁽¹⁾		1,726	A	$57.92	54,846.815⁽²⁾	D
Common Stock	03/10/2015		S⁽¹⁾		17,845	D	$92.03⁽³⁾	37,001.815⁽²⁾	D
Common Stock								4,463.3597⁽⁴⁾	I	By Savings Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)⁽⁵⁾	$44.85	03/10/2015		M			2,229	⁽⁶⁾	11/17/2015	Common Stock	2,229	$0	0	D
Stock Option (Right to Buy)⁽⁵⁾	$57.92	03/10/2015		M			1,726	⁽⁶⁾	11/09/2016	Common Stock	1,726	$0	0	D
Stock Option (Right to Buy)⁽⁵⁾	$74.05	03/10/2015		M			10,600	⁽⁶⁾	11/13/2017	Common Stock	10,600	$0	0	D
Stock Option (Right to Buy)⁽⁵⁾	$30.39	03/10/2015		M			3,290	⁽⁶⁾	11/21/2018	Common Stock	3,290	$0	0	D

Explanation of Responses:

1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 5, 2015.

2. Includes shares acquired under the Company's employee stock purchase plan and based on information furnished by the Plan Administrator as of March 3, 2015.

3. The price reported in Column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $91.64 to $92.54, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, or other appropriate persons, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

4. Shares represented by Company stock fund units under the Company's tax-qualified savings plan, including shares acquired on a periodic basis pursuant to the Plan, based on information furnished by the Plan Administrator as of March 2, 2015.

5. Employee stock options granted pursuant to the Company's stock based plans.

6. The options are currently exercisable.

Remarks:

	Vaughn M. Klopfenstein	03/12/2015
	** 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).
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