0001127602-17-014822.txt : 20170417
0001127602-17-014822.hdr.sgml : 20170417
20170417134114
ACCESSION NUMBER: 0001127602-17-014822
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170413
FILED AS OF DATE: 20170417
DATE AS OF CHANGE: 20170417
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: B/E AEROSPACE INC
CENTRAL INDEX KEY: 0000861361
STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728]
IRS NUMBER: 061209796
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1400 CORPORATE CENTER WAY
STREET 2: 1400 CORPORATE CENTER WAY
CITY: WELLINGTON
STATE: FL
ZIP: 33414
BUSINESS PHONE: 5617915000
MAIL ADDRESS:
STREET 1: 1400 CORPORATE CENTER WAY
STREET 2: 1400 CORPORATE CENTER WAY
CITY: WELLINGTON
STATE: FL
ZIP: 33414
FORMER COMPANY:
FORMER CONFORMED NAME: BE AEROSPACE INC
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: BE AVIONICS INC
DATE OF NAME CHANGE: 19920608
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Patch Ryan M
CENTRAL INDEX KEY: 0001470413
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-18348
FILM NUMBER: 17764148
MAIL ADDRESS:
STREET 1: C/O BE AEROSPACE, INC.
STREET 2: 1400 CORPORATE CENTER WAY
CITY: WELLINGTON
STATE: FL
ZIP: 33414
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2017-04-13
1
0000861361
B/E AEROSPACE INC
BEAV
0001470413
Patch Ryan M
C/O B/E AEROSPACE, INC.
1400 CORPORATE CENTER WAY
WELLINGTON
FL
33414
1
VP,General Counsel & Secretary
Common Stock
2017-04-13
4
A
0
25164
0
A
57771
D
Common Stock
2017-04-13
4
D
0
57771
D
0
D
This amount represents shares acquired as a result of performance-based restricted stock units becoming fully vested pursuant to the Merger Agreement (as defined below).
In connection with the acquisition of B/E Aerospace, Inc. ("B/E Aerospace") by Rockwell Collins, Inc. ("Rockwell Collins"), pursuant to the Agreement and Plan of Merger, dated as of October 23, 2016, by and among B/E Aerospace, Rockwell Collins, and Quarterback Merger Sub Corp., (the "Merger Agreement") on April 13, 2017, the reporting person received $34.10 in cash, 0.3101 of a share of Rockwell Collins common stock, and cash in lieu of any fractional shares (collectively, the "Merger Consideration") for each share of B/E Aerospace common stock, other than restricted stock awards, owned by the reporting person. All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement. Pursuant to the Merger Agreement: (i) each unvested restricted stock unit became fully vested immediately prior to the Effective Time, with each such restricted stock unit subject to performance conditions vesting at maximum level, and was then immediately cancelled thereafter in exchange for the right to receive a cash payment equal to the Merger Consideration multiplied by the number of shares subject to each such restricted stock unit; and (ii) each unvested restricted stock award granted became fully vested immediately prior to the Effective Time, with each such restricted stock award subject to performance conditions vesting at maximum level, and was then immediately cancelled thereafter in exchange for the right to receive a cash payment equal to the Merger Consideration multiplied by the number of shares subject to each such restricted stock award. This amount represented, as of immediately prior to the Effective Time, 522 shares of common stock held by the reporting person that were not subject to an equity award, 12,030 shares subject to outstanding restricted stock awards, and 45,219 shares subject to outstanding restricted stock unit awards.
/s/ Ryan M. Patch
2017-04-17