SEC Form 4 · accession 0001127602-17-014842
B/E AEROSPACE INC · BEAV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Hamermesh
Director
Period of report
Apr 13, 2017
Accepted (ET)
Apr 17, 2017 · 3:34 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 | Apr 13, 2017 | A | 128 | $0.00 | A | 24,668 | D | |
| Common StockF2 | Apr 13, 2017 | D | 2,000 | — | D | 0 | I | By Trust |
| Common StockF1,F3,F2 | Apr 13, 2017 | D | 24,668 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Fractional amounts have been rounded to the nearest whole number.
- 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 award became fully vested immediately prior to the Effective Time, 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; (ii) each outstanding deferred share unit immediately prior to the Effective Time was converted into the right to receive the Merger Consideration at the Effective Time; and (iii) each restricted stock unit became fully vested immediately prior to the Effective Time and settled in cash.
- F3This amount represented, as of immediately prior to the Effective Time, 9,009 shares of common stock held by the reporting person that were not subject to an equity award, approximately 13,168 shares subject to deferral under the Non-Employee Directors Plan, 1,602 shares subject to outstanding restricted stock awards, and 889 shares subject to unvested restricted stock unit awards.