SEC Form 4 · accession 0001137411-18-000128
ROCKWELL COLLINS INC · COL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nan Mattai
Officer — Sr VP, Engineering & Info Tech
Period of report
Nov 26, 2018
Accepted (ET)
Nov 28, 2018 · 7:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001137411
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 26, 2018 | D | 19,610 | — | D | 0 | D | |
| Common StockF2 | Nov 26, 2018 | D | 6,159 | — | D | 0 | I | By Savings Plan |
| Common StockF3,F1 | Nov 26, 2018 | D | 710 | — | D | 0 | I | By IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | $83.69 | Nov 26, 2018 | M | 10,300 | D | — | Nov 17, 2024 | Common Stock | 10,300 | 0 | D |
| Stock Option (Right to Buy)F4 | $86.75 | Nov 26, 2018 | M | 12,700 | D | — | Nov 9, 2025 | Common Stock | 12,700 | 0 | D |
| Stock Option (Right to Buy)F4 | $88.71 | Nov 26, 2018 | M | 14,600 | D | — | Nov 14, 2026 | Common Stock | 14,600 | 0 | D |
| Phantom StockF6,F5 | — | Nov 26, 2018 | M | 7,907 | D | — | — | Common Stock | 7,907 | 0 | I |
Explanation of responses
- F1Includes (a) 12,416 shares of Issuer common stock disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated September 4, 2017, by and among the Issuer, United Technologies Corporation ("UTC") and the Riveter Merger Sub Corp., for the per share merger consideration of $93.33 in cash and .37525 shares of UTC common stock and cash for partial shares (the "Merger Consideration"), (b) 2,819 shares disposed of for Merger Consideration upon immediate vesting of FY'17-19 performance shares at target pursuant to the Merger Agreement and (c) 1,750 restricted stock units and 2,625 FY'18-20 performance shares granted in November 2017 exchanged for a number of UTC restricted stock units based upon the Equity Award Exchange Ratio (as set forth in the Merger Agreement).
- F2Disposed of for Merger Consideration to be received by the reporting person's account under the Savings Plan.
- F3Disposed of for Merger Consideration to be received by a self-directed IRA.
- F4These options, which provided for vesting in three equal annual installments commencing on the date of grant (which was ten years prior to the expiration date), were disposed of for the right to receive the Merger Consideration for each Net Option Share (as set forth in the Merger Agreement) subject to the option.
- F5Represents phantom shares of the common stock held in the Issuer's 2005 non-qualified savings plan (1) by the reporting person exchanged for a number of deferred UTC stock units based upon the Equity Award Exchange Ratio (as set forth in the Merger Agreement) with respect to 7,907.4985 shares and (2) by the reporting person's spouse disposed of for a cash payment based upon the value of the Merger Consideration (as set forth in the Merger Agreement) with respect to 186.6380 shares.
- F6The price varies based on the date the phanton stock was credited.