SEC Form 4 · accession 0001137411-18-000130
ROCKWELL COLLINS INC · COL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Kelly Ortberg
Officer — Chairman, Pres & CEO · Director
Period of report
Nov 26, 2018
Accepted (ET)
Nov 28, 2018 · 7:08 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 | 200,405 | — | D | 0 | D | |
| Common StockF2 | Nov 26, 2018 | D | 5,163 | — | D | 0 | I | By Savings Plan |
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)F3 | $83.69 | Nov 26, 2018 | M | 114,800 | D | — | Nov 17, 2024 | Common Stock | 114,800 | 0 | D |
| Stock Option (Right to Buy)F3 | $86.75 | Nov 26, 2018 | M | 140,700 | D | — | Nov 9, 2025 | Common Stock | 140,700 | 0 | D |
| Stock Option (Right to Buy)F3 | $88.71 | Nov 26, 2018 | M | 151,400 | D | — | Nov 14, 2026 | Common Stock | 151,400 | 0 | D |
| Phantom StockF5,F4 | — | Nov 26, 2018 | M | 4,364 | D | — | — | Common Stock | 4,364 | 0 | I |
Explanation of responses
- F1Includes (a) 125,481.5740 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) 29,309 shares disposed of for Merger Consideration upon immediate vesting of FY'17-19 performance shares at target pursuant to the Merger Agreement and (c) 18,246 restricted stock units and 27,368 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.
- F3These 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.
- F4Represents phantom shares of the common stock held in the Issuer's (1) 2005 non-qualified savings plan disposed of for a cash payment based upon the value of the Merger Consideration (as set forth in the Merger Agreement) with respect to 4,344.6770 shares and (2) pre 2005 non-qualified savings plan exchanged for number of deferred UTC stock units based upon the Equity Award Exchange Ratio (as set forth in the Merger Agreement) with respect to 19.2322 shares.
- F5The price varies based on the date the phantom stock was credited.