0001225208-19-005449.txt : 20190318 0001225208-19-005449.hdr.sgml : 20190318 20190318205704 ACCESSION NUMBER: 0001225208-19-005449 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190314 FILED AS OF DATE: 20190318 DATE AS OF CHANGE: 20190318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ross Roger Alan CENTRAL INDEX KEY: 0001651443 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 19689998 MAIL ADDRESS: STREET 1: 500 108TH AVENUE NE, SUITE 1500 CITY: BELLEVUE STATE: WA ZIP: 98004 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 4 1 doc4.xml X0306 4 2019-03-14 1 0000033619 ESTERLINE TECHNOLOGIES CORP ESL 0001651443 Ross Roger Alan 500 108TH AVENUE NE, SUITE 1500 BELLEVUE WA 98004 1 EVP, Pres - Sensors & Systems Common Stock 2019-03-14 4 A 0 2749.0000 0.0000 A 7813.0000 D Common Stock 2019-03-14 4 D 0 7813.0000 122.5000 D 0.0000 D Employee Stock Option (Right to Buy) 78.8700 2019-03-14 4 D 0 2625.0000 D 2016-08-24 2025-08-24 Common Stock 2625.0000 0.0000 D Employee Stock Option (Right to Buy) 92.7500 2019-03-14 4 D 0 3150.0000 D 2018-11-07 2027-11-07 Common Stock 3150.0000 0.0000 D Employee Stock Option (Right to Buy) 71.8500 2019-03-14 4 D 0 2550.0000 D 2017-11-08 2026-11-08 Common Stock 2550.0000 0.0000 D Employee Stock Option (Right to Buy) 79.3100 2019-03-14 4 D 0 1200.0000 D 2016-11-18 2025-11-18 Common Stock 1200.0000 0.0000 D Restricted Stock Units 0.0000 2019-03-14 4 D 0 4534.0000 D Common Stock 4534.0000 0.0000 D Restricted Stock Units 0.0000 2019-03-14 4 D 0 1700.0000 D 2020-11-07 2020-11-07 Common Stock 1700.0000 0.0000 D Restricted Stock Units 0.0000 2019-03-14 4 D 0 2000.0000 D 2019-11-08 2019-11-08 Common Stock 2000.0000 0.0000 D 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. 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 Agreement) was converted into the right to receive an amount in cash equal to $122.50. 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. Pursuant to the Merger Agreement (a) 3,167 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) 1,367 restricted stock units were forfeited for no consideration. 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. Amy L. Watson, Attorney in Fact 2019-03-18