SEC Form 4 · accession 0000899243-16-027652
ESTERLINE TECHNOLOGIES CORP · ESL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
FPA HAWKEYE FUND
10% Owner
Steven T Romick
10% Owner
J Richard Atwood
10% Owner
First Pacific Advisors, LLC
10% Owner
Brian A. Selmo
10% Owner
FPA Hawkeye-7 Fund
10% Owner
Mark Landecker
10% Owner
Period of report
Aug 16, 2016
Accepted (ET)
Aug 18, 2016 · 8:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000033619
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Option (obligation to sell)F1,F3,F4,F5 | $70.00 | Aug 16, 2016 | S | 117 | D | Aug 16, 2016 | Nov 18, 2016 | Common Stock | 11,700 | 117 | I |
| Call Option (obligation to sell)F2,F3,F4,F5 | $70.00 | Aug 16, 2016 | S | 84 | D | Aug 16, 2016 | Nov 18, 2016 | Common Stock | 8,400 | 84 | I |
Explanation of responses
- F1On August 16, 2016, FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye-7") sold options to purchase an aggregate of 11,700 shares of common stock of Esterline Technologies Corporation (the "Issuer") with a strike price of $70 per share. FPA Hawkeye-7 received a premium of $6.4209 for each option to purchase one share of common stock.
- F2On August 16, 2016, FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye", and together with FPA Hawkeye-7, the "Private Investment Funds") sold options to purchase an aggregate of 8,400 shares of common stock of the Issuer with a strike price of $70 per share. FPA Hawkeye received a premium of $6.4209 for each option to purchase one share of common stock.
- F3First Pacific Advisors, LLC ("FPA") serves as manager of and investment adviser to the Private Investment Funds. FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by each of the Private Investment Funds as the manager of and investment adviser to each of the Private Investment Funds. In addition, Mr. J. Richard Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA.
- F4(Continued from Footnote 3) Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker may be deemed to have a pecuniary interest in a portion of the securities held directly by the Private Investment Funds due to FPA's right to receive performance-based allocations. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly FPA Hawkeye due to their respective ownership interests in such Private Investment Fund.
- F5(Continued from Footnote 4) Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. Each of FPA and Messrs. Atwood, Romick, Selmo and Landecker disclaims beneficial ownership of securities of the Issuer held directly by the Private Investment Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of FPA or Messrs. Atwood, Romick, Selmo or Landecker is the beneficial owner of such securities for purposes of Section 16 or any other purpose.