SEC Form 4 · accession 0001127602-17-014712

B/E AEROSPACE INC · BEAV

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

Table I — non-derivative securities

Table II — derivative securities

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).
• F2In 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 granted prior to the date of the Merger Agreement 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; (ii) each unvested restricted stock unit granted after the date of the Merger Agreement converted into a restricted stock unit award of Rockwell Collins, with each such restricted stock unit subject to performance conditions converting at target level; and (iii) each unvested restricted stock award 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, 7,730 shares of common stock held by the reporting person that were not subject to an equity award, 3,452 shares subject to outstanding restricted stock awards, 23,896 shares subject to outstanding restricted stock unit awards granted prior to the date of the Merger Agreement, and 13,812 shares subject to unvested restricted stock unit awards granted after the date of the Merger Agreement.