SEC Form 4 · accession 0001137411-18-000132

ROCKWELL COLLINS INC · COL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jeffrey A. Standerski

Officer — Sr. VP, Human Resources

Period of report

Nov 26, 2018

Accepted (ET)

Nov 28, 2018 · 7:09 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 Stock^F1	Nov 26, 2018	D	15,216	—	A	0	D
Common Stock^F2	Nov 26, 2018	D	4,308	—	D	0	I	By Savings Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F3	$83.69	Nov 26, 2018	M	3,434	D	—	Nov 17, 2024	Common Stock	3,434	D
Stock Option (Right to Buy)^F3	$86.75	Nov 26, 2018	M	7,534	D	—	Nov 9, 2025	Common Stock	7,534	D
Stock Option (Right to Buy)^F3	$93.99	Nov 26, 2018	M	734	D	—	Apr 20, 2026	Common Stock	734	D
Stock Option (Right to Buy)^F3	$88.71	Nov 26, 2018	M	14,600	D	—	Nov 14, 2026	Common Stock	14,600	D
Phantom Stock^F5,F4	—	Nov 26, 2018	M	1,140	D	—	—	Common Stock	1,140	I

Explanation of responses

F1Includes (a) 8,178 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) 1,688 restricted stock units and 2,531 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 2005 non-qualified savings plan exchanged for a cash payment based upon the value of the Merger Consideration (as set forth in the Merger Agreement).
F5The price varies based on the date the phantom stock was credited.