0000899243-17-016121.txt : 20170612 0000899243-17-016121.hdr.sgml : 20170612 20170612175614 ACCESSION NUMBER: 0000899243-17-016121 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170608 FILED AS OF DATE: 20170612 DATE AS OF CHANGE: 20170612 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: 0929 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: Selmo Brian A. CENTRAL INDEX KEY: 0001450268 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 17907565 MAIL ADDRESS: STREET 1: 11400 W. OLYMPIC BLVD., STE. 1200 CITY: LOS ANGELES STATE: CA ZIP: 90064 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: 17907566 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: 17907567 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: 17907568 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: 17907569 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: 17907570 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: 17907564 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 2017-06-08 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 Call Option (obligation to sell) 95.00 2017-06-08 4 S 0 34 800.00 D 2017-06-08 2017-08-18 Common Stock 3400 34 I See Footnotes Call Option (obligation to sell) 95.00 2017-06-08 4 S 0 21 800.00 D 2017-06-08 2017-08-18 Common Stock 2100 21 I See Footnotes On June 8, 2017, FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye-7") sold options to purchase an aggregate of 3,400 shares of common stock of Esterline Technologies Corporation (the "Issuer") with a strike price of $95 per share. FPA Hawkeye-7 received a premium of $8.00 for each option to purchase one share of common stock. On June 8, 2017, FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye", and together with FPA Hawkeye-7, the "Private Investment Funds") sold options to purchase an aggregate of 2,100 shares of common stock of the Issuer with a strike price of $95 per share. FPA Hawkeye received a premium of $8.00 for each option to purchase one share of common stock. First Pacific Advisors, LLC ("FPA") serves as manager of and investment adviser to the Private Investment Funds. 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 manager of and investment adviser to 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 the Private Investment Funds, 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. (Continued from footnote 3) Mr. Brian A. Selmo may be deemed to share voting and/or investment power 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 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 Hawkeye due to their respective ownership interests in such Private Investment Fund. (Continued from footnote 4) 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. 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 2017-06-12 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 2017-06-12 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 2017-06-12 J. RICHARD ATWOOD, Name: /s/ J. Richard Atwood 2017-06-12 STEVEN T. ROMICK, Name: /s/ Steven T. Romick 2017-06-12 BRIAN A. SELMO, Name: /s/ Brian A. Selmo 2017-06-12 MARK LANDECKER, Name: /s/ Mark Landecker 2017-06-12 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              06/08/17
Statement:


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              06/08/17
Statement:


Name:                                J. Richard Atwood

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

Date of Event Requiring              06/08/17
Statement:


Name:                                Steven T. Romick


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

Date of Event Requiring              06/08/17
Statement:


Name:                                Brian A. Selmo


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

Date of Event Requiring              06/08/17
Statement:


Name:                                Mark Landecker

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

Date of Event Requiring               06/08/17
Statement: