SEC Form 4 · accession 0001127602-17-014704
B/E AEROSPACE INC · BEAV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph T Lower
Officer — VP and CFO
Period of report
Apr 13, 2017
Accepted (ET)
Apr 13, 2017 · 3:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000861361
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 13, 2017 | A | 49,337 | $0.00 | A | 146,550 | D | |
| Common StockF3 | Apr 13, 2017 | D | 146,280 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This amount represents shares acquired as a result of performance-based restricted stock units becoming fully vested pursuant to the Merger Agreement (as defined below).
- F2Due to an administrative error by the reporting person, the previous statement reported 270 less beneficially owned securities than were actually owned by the reporting person.
- F3In 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, 31,090 shares of common stock held by the reporting person that were not subject to an equity award, 26,535 shares subject to outstanding restricted stock awards, and 88,655 shares subject to outstanding restricted stock unit awards.