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Esterline Technologies Corp (ESL): First Pacific Advisors Amends Agreement With Company

Published on September 29, 2016 at 11:04 am by Insider Monkey Staff in Hedge Funds, News

We wrote recently about Robert Rodriguez and Steven Romick‘s First Pacific Advisors LLC entering into an Agreement with Esterline Technologies Corp (NYSE:ESL), FPA Hawkeye Fund, and FPA Funds Trust, pursuant to which First Pacific Advisors LLC,  FPA Hawkeye Fund and FPA Funds Trust (collectively ‘FPA Parties’) granted not to purchase any more shares of Esterline Technologies before the current negotiations with the company end. These negotiations are related to the fund’s beneficial ownership of the company’s shares and certain governance concerns. ‘FPA Parties’ agreed not to purchase more shares before September 28, or until 72 hours after ‘FPA Parties’ releases notice confirming that the negotiations have finished.

First Pacific Advisors LLC has filed a new 13D filing iCon which reports about signing Amendment No. 1 to this Agreement, upon which ‘FPA Parties’ granted not to acquire more shares of the company before October 12, or until 72 hours after ‘FPA Parties’ releases notification affirming that the negotiations have ended. The fund’s stake hasn’t changed since the Agreement, hence it still consists of 3.69 million common shares, which represent 12.6% of the outstanding stock.

Esterline Technologies is a manufacturer of specialty products for aerospace and defense markets, running in three divisions: Advanced Materials, Avionics & Controls, and Sensors & Systems. The company’s stock is down by 5.1%, year-to-date. In its last financial report for the third quarter of fiscal 2016, Esterline Technologies disclosed EPS of $1.38 and revenue of $517.1 million, beating estimates of $1.28 and $490.37 million, respectively.

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At the end of the June quarter, ten investors from Insider Monkey’s database were long Esterline Technologies  (NYSE:ESL), down from 14 in the March quarter. Among bullish smart money managers were Thomas Ellis and Todd Hammer’s North Run Capital, with a position worth around $35.36 million, Ken Griffin’s Citadel Investment Group, which held $8 million worth of Esterline Technologies’ shares, George Hall’s Clinton Group, and Gavin Saitowitz and Cisco J. Del Valle’s Springbok Capital.

Some of the investors who dumped Esterline Technologies (NYSE:ESL) during the quarter contained Jim Simons’ Renaissance Technologies, which sold its position in the company valued at the end of March at $5.5 million, Jay Petschek and Steven Major’s Corsair Capital Management, which said goodbye to $4.46 million worth of the company’s shares, Paul Marshall and Ian Wace’s Marshall Wace LLP, and Alec Litowitz and Ross Laser’s Magnetar Capital.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
First Pacific Advisors 0 3,690,744 0 3,690,744 3,690,774 12.6%
FPA Crescent Fund, a series of FPA Funds Trust 0 2,863,871 0 2,863,871 2,863,871 9.7%
FPA Global Opportunity Fund, a series of FPA Hawkeye Fund 0 125,459 0 125,459 125,459 0.4%
FPA Select Drawdown Fund 0 204,820 0 204,820 204,820 0.7%
FPA Select Fund, a series of FPA Hawkeye Fund 0 13,665 0 13,665 13,665 Less than 0.1%
FPA Value Partners Fund, a series of FPA Hawkeye Fund 0 20,574 0 20,574 20,574 0.1%
FPA Hawkeye Fund, a series of FPA Hawkeye Fund 0 83,561 0 83,561 83,561 0.3%
FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund 0 117,415 0 117,415 117,415 0.4%
J. Richard Atwood 0 3,690,774 0 3,690,774 3,690,774 12.6%
Steven T. Romick 0 3,690,774 0 3,690,774 3,690,774 12.6%
Brian A. Selmo 0 3,690,774 0 3,690,774 3,690,774 12.6%
Mark Landecker 0 3,690,774 0 3,690,774 3,690,774 12.6%

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Page 1 of 17 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

ESTERLINE
TECHNOLOGIES CORPORATION

(Name of Issuer)

Common Stock, par value $0.20 per share

(Title and Class of Securities)

297425100

(CUSIP Number)

J. Richard Atwood

First Pacific Advisors, LLC

11601 Wilshire Blvd.

Suite 1200

Los Angeles,
CA 90025

(310) 473-0225

with a copy to:

Douglas A. Rappaport, Esq.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New
York, NY 10036

(212) 872-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 27, 2016

(Date
of Event Which Requires Filing of Statement)

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  x

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes)

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Page 2 of 17 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1)

Name of
Reporting Persons:

First Pacific Advisors, LLC
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ¨        (b)  ¨
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

OO
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

¨
  (6)

Citizenship or Place of
Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7)

Sole Voting Power

0
  (8)

Shared Voting Power

3,690,744
  (9)

Sole Dispositive Power

0
(10)

Shared Dispositive Power

3,690,744
(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,690,774
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

¨
(13)

Percent of Class Represented by Amount
in Row (11):

12.6% (1)
(14)

Type of Reporting Person (See
Instructions):

IA, OO
(1) Based on 29,396,333 shares of common stock of Esterline Technologies Corporation (the Issuer) outstanding as of August 5, 2016, as reported in the Issuers Form 10-Q filed with the Securities and
Exchange Commission (the SEC) on August 9, 2016.

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Page 3 of 17 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1)

Name of
Reporting Persons:

FPA Crescent Fund, a series of FPA Funds Trust
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ¨        (b)  ¨
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

WC
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

¨
  (6)

Citizenship or Place of
Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7)

Sole Voting Power

0
  (8)

Shared Voting Power

2,863,871
  (9)

Sole Dispositive Power

0
(10)

Shared Dispositive Power

2,863,871
(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

2,863,871
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

¨
(13)

Percent of Class Represented by Amount
in Row (11):

9.7% (1)
(14)

Type of Reporting Person (See
Instructions):

IV
(1) Based on 29,396,333 shares of common stock of the Issuer outstanding as of August 5, 2016, as reported in the Issuers Form 10-Q filed with the SEC on August 9, 2016.

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Page 4 of 17 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1)

Name of
Reporting Persons:

FPA Global Opportunity Fund, a series of FPA Hawkeye Fund,
LLC
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ¨        (b)  ¨
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

WC
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

¨
  (6)

Citizenship or Place of
Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7)

Sole Voting Power

0
  (8)

Shared Voting Power

125,459
  (9)

Sole Dispositive Power

0
(10)

Shared Dispositive Power

125,459
(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

125,459
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

¨
(13)

Percent of Class Represented by Amount
in Row (11):

0.4% (1)
(14)

Type of Reporting Person (See
Instructions):

OO
(1) Based on 29,396,333 shares of common stock of the Issuer outstanding as of August 5, 2016, as reported in the Issuers Form 10-Q filed with the SEC on August 9, 2016.

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Page 5 of 17 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1)

Name of
Reporting Persons:

FPA Select Drawdown Fund, L.P.
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ¨        (b)  ¨
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

WC
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

¨
  (6)

Citizenship or Place of
Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7)

Sole Voting Power

0
  (8)

Shared Voting Power

204,820
  (9)

Sole Dispositive Power

0
(10)

Shared Dispositive Power

204,820
(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

204,820
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

¨
(13)

Percent of Class Represented by Amount
in Row (11):

0.7% (1)
(14)

Type of Reporting Person (See
Instructions):

PN
(1) Based on 29,396,333 shares of common stock of the Issuer outstanding as of August 5, 2016, as reported in the Issuers Form 10-Q filed with the SEC on August 9, 2016.

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Page 6 of 17 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1)

Name of
Reporting Persons:

FPA Select Fund, a series of FPA Hawkeye Fund, LLC
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ¨        (b)  ¨
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

WC
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

¨
  (6)

Citizenship or Place of
Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7)

Sole Voting Power

0
  (8)

Shared Voting Power

13,665
  (9)

Sole Dispositive Power

0
(10)

Shared Dispositive Power

13,665
(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

13,665
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

¨
(13)

Percent of Class Represented by Amount
in Row (11):

Less than 0.1% (1)
(14)

Type of Reporting Person (See
Instructions):

OO
(1) Based on 29,396,333 shares of common stock of the Issuer outstanding as of August 5, 2016, as reported in the Issuers Form 10-Q filed with the SEC on August 9, 2016.

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Page 7 of 17 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1)

Name of
Reporting Persons:

FPA Value Partners Fund, a series of FPA Hawkeye Fund,
LLC
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ¨        (b)  ¨
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

WC
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

¨
  (6)

Citizenship or Place of
Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7)

Sole Voting Power

0
  (8)

Shared Voting Power

20,574
  (9)

Sole Dispositive Power

0
(10)

Shared Dispositive Power

20,574
(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

20,574
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

¨
(13)

Percent of Class Represented by Amount
in Row (11):

0.1% (1)
(14)

Type of Reporting Person (See
Instructions):

OO
(1) Based on 29,396,333 shares of common stock of the Issuer outstanding as of August 5, 2016, as reported in the Issuers Form 10-Q filed with the SEC on August 9, 2016.

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Page 8 of 17 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1)

Name of
Reporting Persons:

FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ¨        (b)  ¨
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

WC
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

¨
  (6)

Citizenship or Place of
Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7)

Sole Voting Power

0
  (8)

Shared Voting Power

83,561
  (9)

Sole Dispositive Power

0
(10)

Shared Dispositive Power

83,561
(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

83,561
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

¨
(13)

Percent of Class Represented by Amount
in Row (11):

0.3% (1)
(14)

Type of Reporting Person (See
Instructions):

OO
(1) Based on 29,396,333 shares of common stock of the Issuer outstanding as of August 5, 2016, as reported in the Issuers Form 10-Q filed with the SEC on August 9, 2016.

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Page 9 of 17 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1)

Name of
Reporting Persons:

FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund,
LLC
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ¨        (b)  ¨
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

WC
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

¨
  (6)

Citizenship or Place of
Organization:

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7)

Sole Voting Power

0
  (8)

Shared Voting Power

117,415
  (9)

Sole Dispositive Power

0
(10)

Shared Dispositive Power

117,415
(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

117,415
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

¨
(13)

Percent of Class Represented by Amount
in Row (11):

0.4% (1)
(14)

Type of Reporting Person (See
Instructions):

OO
(1) Based on 29,396,333 shares of common stock of the Issuer outstanding as of August 5, 2016, as reported in the Issuers Form 10-Q filed with the SEC on August 9, 2016.

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Page 10 of 17 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1)

Name of
Reporting Persons:

J. Richard Atwood
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ¨        (b)  ¨
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

OO
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

¨
  (6)

Citizenship or Place of
Organization:

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7)

Sole Voting Power

0
  (8)

Shared Voting Power

3,690,774
  (9)

Sole Dispositive Power

0
(10)

Shared Dispositive Power

3,690,774
(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,690,774
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

¨
(13)

Percent of Class Represented by Amount
in Row (11):

12.6% (1)
(14)

Type of Reporting Person (See
Instructions):

IN, HC
(1) Based on 29,396,333 shares of common stock of the Issuer outstanding as of August 5, 2016, as reported in the Issuers Form 10-Q filed with the SEC on August 9, 2016.

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Page 11 of 17 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1)

Name of
Reporting Persons:

Steven T. Romick
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ¨        (b)  ¨
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

OO
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

¨
  (6)

Citizenship or Place of
Organization:

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7)

Sole Voting Power

0
  (8)

Shared Voting Power

3,690,774
  (9)

Sole Dispositive Power

0
(10)

Shared Dispositive Power

3,690,774
(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,690,774
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

¨
(13)

Percent of Class Represented by Amount
in Row (11):

12.6% (1)
(14)

Type of Reporting Person (See
Instructions):

IN, HC
(1) Based on 29,396,333 shares of common stock of the Issuer outstanding as of August 5, 2016, as reported in the Issuers Form 10-Q filed with the SEC on August 9, 2016.

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Page 12 of 17 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1)

Name of
Reporting Persons:

Brian A. Selmo
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ¨        (b)  ¨
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

OO
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

¨
  (6)

Citizenship or Place of
Organization:

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7)

Sole Voting Power

0
  (8)

Shared Voting Power

3,690,774
  (9)

Sole Dispositive Power

0
(10)

Shared Dispositive Power

3,690,774
(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,690,774
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

¨
(13)

Percent of Class Represented by Amount
in Row (11):

12.6% (1)
(14)

Type of Reporting Person (See
Instructions):

IN, HC
(1) Based on 29,396,333 shares of common stock of the Issuer outstanding as of August 5, 2016, as reported in the Issuers Form 10-Q filed with the SEC on August 9, 2016.

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Page 13 of 17 – SEC Filing

Schedule 13D

CUSIP No. 297425100
  (1)

Name of
Reporting Persons:

Mark Landecker
  (2)

Check the Appropriate Box if a Member
of a Group (See Instructions):

(a)  ¨        (b)  ¨
  (3)

SEC Use Only:
  (4)

Source of Funds (See
Instructions):

OO
  (5)

Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e):

¨
  (6)

Citizenship or Place of
Organization:

Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   (7)

Sole Voting Power

0
  (8)

Shared Voting Power

3,690,774
  (9)

Sole Dispositive Power

0
(10)

Shared Dispositive Power

3,690,774
(11)

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,690,774
(12)

Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):

¨
(13)

Percent of Class Represented by Amount
in Row (11):

12.6% (1)
(14)

Type of Reporting Person (See
Instructions):

IN, HC
(1) Based on 29,396,333 shares of common stock of the Issuer outstanding as of August 5, 2016, as reported in the Issuers Form 10-Q filed with the SEC on August 9, 2016.

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Page 14 of 17 – SEC Filing

Amendment No. 2 to Schedule 13D

The following constitutes Amendment No. 2 (Amendment No. 2) to the Schedule 13D filed with the Securities and Exchange Commission (the
SEC) by First Pacific Advisors, LLC (FPA), FPA Crescent Fund, a series of FPA Funds Trust (FPA Crescent Fund), FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC (FPA Global
Opportunity), FPA Select Drawdown Fund, L.P. (FPA Select Drawdown), FPA Select Fund, a series of FPA Hawkeye Fund, LLC (FPA Select), FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC (FPA Value
Partners), FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC (FPA Hawkeye), FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC (FPA Hawkeye-7), J. Richard Atwood, Steven T. Romick, Brian A. Selmo, and Mark
Landecker (collectively, the Reporting Persons) on June 27, 2016, as amended by Amendment No. 1 filed on September 19, 2016. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth
herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended.
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of Schedule 13D is supplemented and superseded, as the case may be,
as follows:

On September 27, 2016, the Reporting Persons, FPA Funds Trust and FPA Hawkeye Fund, LLC (collectively, the FPA Parties)
entered into Amendment No. 1 to the agreement dated as of September 16, 2016 (Amendment No. 1) with the Issuer pursuant to which during discussions between the FPA Parties and the Issuer regarding certain matters relating
to the level of the Reporting Persons ownership of shares of the Issuers Common Stock and certain corporate governance matters (the Discussions), the FPA Parties agreed not to purchase or acquire, directly or indirectly, any
additional shares of Common Stock of the Issuer until the earlier of (i) October 12, 2016 or (ii) 72 hours after the FPA Parties provide notice that the Discussions have terminated.

The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment
No. 1, which is filed as Exhibit 99.1 to this Amendment No. 2, and is incorporated herein by reference.

Going forward, the Reporting Persons
may have conversations with members of the Issuers management team and members of the Issuers Board of Directors (the Board) regarding multiple topics, including, but not limited to, corporate governance and the composition
of the Board, general business operations and strategic alternatives to promote long-term value for the benefit of all shareholders. The Reporting Persons may engage in communications with one or more officers, members of the Board, representatives,
shareholders of the Issuer and other relevant parties regarding the Issuers business and certain initiatives, which could include one or more of the items in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting
Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

The Reporting Persons continuously assess the Issuers business, financial condition, results of operations and prospects, general economic conditions,
other developments and additional investment opportunities. Depending on such assessments and in compliance with any applicable agreements, the Reporting Persons may acquire additional securities of the Issuer or new securities of the Issuer, engage
in any hedging or similar transactions with respect to the Issuers securities, or may determine to sell or otherwise dispose of all or some of the Issuers securities in the open market, as applicable, in privately negotiated
transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and
prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.

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Page 15 of 17 – SEC Filing

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

The disclosure regarding Amendment No. 1 contained in Item 4 is incorporated herein by reference.

Amendment No. 1 is filed as Exhibit 99.1 to this Amendment No. 2 and is incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit

Description
99.1 Amendment No. 1, dated September 27, 2016, to the Agreement, dated September 16, 2016, by and among Esterline Technologies Corporation, First Pacific Advisors, LLC, FPA Funds Trust, FPA Crescent Fund, a series of FPA Funds Trust,
FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC, FPA Select Drawdown Fund, L.P., FPA Select Fund, a series of FPA Hawkeye Fund, LLC, FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC, FPA Hawkeye Fund, a series of FPA Hawkeye
Fund, LLC, FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC, FPA Hawkeye Fund, LLC, J. Richard Atwood, Steven T. Romick, Brian A. Selmo, and Mark Landecker.

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Page 16 of 17 – SEC Filing

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.

Dated as of September 28, 2016

First Pacific Advisors, LLC
By:

/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner
FPA Crescent Fund, a series of FPA Funds Trust
By:

/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: President
FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC
By:

First Pacific Advisors, LLC, its

investment
adviser
By:

/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner
FPA Select Drawdown Fund, L.P.
By: First Pacific Advisors, LLC, its investment adviser
By:

/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner
FPA Select Fund, a series of FPA Hawkeye Fund, LLC
By: First Pacific Advisors, LLC, its investment adviser
By:

/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner

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Page 17 of 17 – SEC Filing

FPA Value Partners Fund, a series of FPA

Hawkeye Fund, LLC
By:

First Pacific Advisors, LLC, its

investment
adviser
By:

/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner

FPA Hawkeye Fund, a series of FPA

Hawkeye Fund, LLC
By:

First Pacific Advisors, LLC, its

investment
adviser
By:

/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner

FPA Hawkeye-7 Fund, a series of FPA

Hawkeye Fund, LLC
By: First Pacific Advisors, LLC, its investment adviser
By:

/s/ J. Richard Atwood
Name: J. Richard Atwood
Title: Managing Partner
J. Richard Atwood
By:

/s/ J. Richard Atwood
Steven T. Romick
By:

/s/ Steven T. Romick
Brian A. Selmo
By:

/s/ Brian A. Selmo
Mark Landecker
By:

/s/ Mark Landecker

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