0000899243-16-034066.txt : 20161121 0000899243-16-034066.hdr.sgml : 20161121 20161121214636 ACCESSION NUMBER: 0000899243-16-034066 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161117 FILED AS OF DATE: 20161121 DATE AS OF CHANGE: 20161121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ESTERLINE TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000033619 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 132595091 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 500 - 108TH AVENUE NE STREET 2: SUITE 1500 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4254539400 MAIL ADDRESS: STREET 1: 500 - 108TH AVENUE NE STREET 2: SUITE 1500 CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: ESTERLINE CORP DATE OF NAME CHANGE: 19910317 FORMER COMPANY: FORMER CONFORMED NAME: BOYAR SCHULTZ INC DATE OF NAME CHANGE: 19671101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROMICK STEVEN T CENTRAL INDEX KEY: 0001186259 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 162011642 MAIL ADDRESS: STREET 1: 11400 W OLYMPIC BLVD STREET 2: STE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90064 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ATWOOD J RICHARD CENTRAL INDEX KEY: 0001192887 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 162011643 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FPA HAWKEYE FUND CENTRAL INDEX KEY: 0001161993 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 162011644 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 800-982-4372 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: FPA HAWKEYE FUND LLC DATE OF NAME CHANGE: 20011108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FPA Hawkeye-7 Fund CENTRAL INDEX KEY: 0001462898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 162011645 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-996-5436 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: FPA Hawkeye Fund, LLC - FPA Hawkeye-7 Fund DATE OF NAME CHANGE: 20090428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Pacific Advisors, LLC CENTRAL INDEX KEY: 0001377581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 162011646 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BLVD., STE. 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-996-5436 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD., STE. 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Landecker Mark CENTRAL INDEX KEY: 0001475492 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 162011647 MAIL ADDRESS: STREET 1: 11400 W. OLYMPIC BLVD., STE. 1200 CITY: LOS ANGELES STATE: CA ZIP: 90064 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Selmo Brian A. CENTRAL INDEX KEY: 0001450268 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 162011641 MAIL ADDRESS: STREET 1: 11400 W. OLYMPIC BLVD., STE. 1200 CITY: LOS ANGELES STATE: CA ZIP: 90064 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-11-17 0 0000033619 ESTERLINE TECHNOLOGIES CORP ESL 0001377581 First Pacific Advisors, LLC 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001462898 FPA Hawkeye-7 Fund 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001161993 FPA HAWKEYE FUND 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001192887 ATWOOD J RICHARD 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001186259 ROMICK STEVEN T 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001450268 Selmo Brian A. 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001475492 Landecker Mark 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 Common Stock 2016-11-17 4 X 0 2700 70.00 D 114715 I See Footnotes Common Stock 2016-11-17 4 X 0 1500 70.00 D 82061 I See Footnotes Common Stock 2016-11-18 4 X 0 9000 70.00 D 105715 I See Footnotes Common Stock 2016-11-18 4 X 0 6900 70.00 D 75161 I See Footnotes Common Stock 13665 I See Footnotes Common Stock 204820 I See Footnotes Common Stock 20574 I See Footnotes Common Stock 125459 I See Footnotes Common Stock 2863871 I See Footnotes Call Option (obligation to sell) 70.00 2016-11-17 4 X 0 27 0.00 D 2016-08-16 2016-11-18 Common Stock 2700 90 I See Footnotes Call Option (obligation to sell) 70.00 2016-11-17 4 X 0 15 0.00 D 2016-08-16 2016-11-18 Common Stock 1500 69 I See Footnotes Call Option (obligation to sell) 70.00 2016-11-18 4 X 0 90 0.00 D 2016-08-16 2016-11-18 Common Stock 9000 0 I See Footnotes Call Option (obligation to sell) 70.00 2016-11-18 4 X 0 69 0.00 D 2016-08-16 2016-11-18 Common Stock 6900 0 I See Footnotes On November 17, 2016, options to purchase an aggregate of 2,700 shares of common stock of Esterline Technologies Corporation (the "Issuer") that were sold by FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye-7") were exercised by the counterparty at the exercise price of $70 per share and on November 18, 2016, options to purchase an aggregate of 9,000 shares of common stock of the Issuer that were sold by FPA Hawkeye -7 were exercised by the counterparty at the exercise price of $70 per share. First Pacific Advisors, LLC ("FPA") serves as manager of and investment adviser to FPA Hawkeye-7. On November 17, 2016, options to purchase an aggregate of 1,500 shares of common stock of the Issuer that were sold by FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye") were exercised by the counterparty at the exercise price of $70 per share and on November 18, 2016, options to purchase an aggregate of 6,900 share of common stock of the Issuer that were sold by the FPA Hawkeye were exercised at the exercise price of $70 per share. FPA serves as manager of and investment adviser to FPA Hawkeye. Shares of common stock of the Issuer held directly by FPA Select Fund, a series of FPA Hawkeye Fund, LLC ("FPA Select"). FPA serves as manager of and investment adviser to FPA Select. Shares of common stock of the Issuer held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown. Shares of common stock of the Issuer held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). FPA serves as manager of and investment adviser to FPA Value Partners. Shares of common stock of the Issuer held directly by FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC ("FPA Global Opportunity", and together with FPA Hawkeye-7, FPA Hawkeye, FPA Select, FPA Select Drawdown, and FPA Value Partners, the "Private Investment Funds"). FPA serves as manager of and investment adviser to FPA Global Opportunity. FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by each of the Private Investment Funds as the investment adviser to and manager or general partner, as applicable, of each of the Private Investment Funds. In addition, Mr. J. Richard Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Hawkeye and FPA Hawkeye-7, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, (Continued from footnote 7) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker may be deemed to have a pecuniary interest in a portion of the securities held directly by the Private Investment Funds due to FPA's right to receive performance-based allocations. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. Each of FPA and Messrs. Atwood, Romick, Selmo and Landecker disclaims beneficial ownership of securities of the Issuer held directly by the Private Investment Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of FPA or Messrs. Atwood, Romick, Selmo or Landecker is the beneficial owner of such securities for purposes of Section 16 or any other purpose. Shares of common stock of the Issuer held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). FPA is the investment adviser to FPA Crescent Fund and may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund. In addition, Mr. Atwood may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund as a Managing Partner of FPA. Mr. Romick may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund as a Portfolio Manager of FPA Crescent Fund and Managing Partner of FPA. (Continued from footnote 10) Messrs. Selmo and Landecker may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund as Portfolio Managers of FPA Crescent Fund and Partners of FPA. FPA only receives an asset-based management fee for serving as investment adviser to FPA Crescent Fund and therefore does not have any pecuniary interest in the securities of the Issuer held by FPA Crescent Fund. First Pacific Advisors, LLC ("FPA") may be deemed to exercise voting and/or investment power over securities of Esterline Technologies Corporation (the "Issuer") that are held directly by certain unaffiliated separately managed accounts (the "Managed Accounts") as FPA serves as investment adviser to such Managed Accounts. FPA only receives an asset-based management fee for serving as investment adviser to such Managed Accounts and therefore does not have any pecuniary interest in the securities of the Issuer held directly by such Managed Accounts. In addition, Messrs. J. Richard Atwood, Steven T. Romick, Brian A. Selmo and Mark Landecker do not have a pecuniary interest in the securities held by the Managed Accounts. FIRST PACIFIC ADVISORS, LLC, Name: /s/ J. Richard Atwood, Title: Managing Partner 2016-11-21 FPA HAWKEYE-7 FUND, a series of FPA HAWKEYE FUND, LLC, By: First Pacific Advisors, LLC, its investment adviser, Name: /s/ J. Richard Atwood, Title: Managing Partner 2016-11-21 FPA HAWKEYE FUND, a series of FPA HAWKEYE FUND, LLC, By: First Pacific Advisors, LLC, its investment adviser, Name: /s/ J. Richard Atwood, Title: Managing Partner 2016-11-21 J. RICHARD ATWOOD, Name: /s/ J. Richard Atwood 2016-11-21 STEVEN T. ROMICK, Name: /s/ Steven T. Romick 2016-11-21 BRIAN A. SELMO, Name: /s/ Brian A. Selmo 2016-11-21 MARK LANDECKER, Name: /s/ Mark Landecker 2016-11-21 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

                         Form 4 Joint Filer Information

Name:                                  FPA  Hawkeye-7  Fund,  a series  of FPA
                                       Hawkeye Fund, LLC

Address:                               11601 Wilshire Blvd.
                                       Suite 1200
                                       Los Angeles, CA 90025

Date of Event Requiring Statement:     11/17/16


Name:                                  FPA Hawkeye  Fund, a series of FPA
                                       Hawkeye Fund, LLC

Address:                               11601 Wilshire Blvd.
                                       Suite 1200
                                       Los Angeles, CA 90025

Date of Event Requiring Statement:     11/17/16


Name:                                  J. Richard Atwood

Address:                               11601 Wilshire Blvd.
                                       Suite 1200
                                       Los Angeles, CA 90025

Date of Event Requiring Statement:     11/17/16


Name:                                  Steven T. Romick

Address:                               11601 Wilshire Blvd.
                                       Suite 1200
                                       Los Angeles, CA 90025

Date of Event Requiring Statement:     11/17/16


Name:                                  Brian A. Selmo

Address:                               11601 Wilshire Blvd.
                                       Suite 1200
                                       Los Angeles, CA 90025

Date of Event Requiring Statement:     11/17/16


Name:                                  Mark Landecker

Address:                               11601 Wilshire Blvd.
                                       Suite 1200
                                       Los Angeles, CA 90025

Date of Event Requiring Statement:     11/17/16