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Filing Details

Accession Number:: 0000899243-17-005133
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-02-23 20:33:30
Reporting Period:: 2017-02-21

Filing Date:: 2017-02-23
Accepted Time:: 2017-02-23 20:33:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
33619	Esterline Technologies Corp	ESL	Industrial Instruments For Measurement, Display, And Control (3823)	132595091

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1161993	Fund Hawkeye Fpa	11601 Wilshire Blvd. Suite 1200 Los Angeles CA 90025	No	No	Yes	No
1186259	T Steven Romick	11601 Wilshire Blvd. Suite 1200 Los Angeles CA 90025	No	No	Yes	No
1192887	Richard J Atwood	11601 Wilshire Blvd. Suite 1200 Los Angeles CA 90025	No	No	Yes	No
1377581	First Pacific Advisors, Llc	11601 Wilshire Blvd. Suite 1200 Los Angeles CA 90025	No	No	Yes	No
1450268	A. Brian Selmo	11601 Wilshire Blvd. Suite 1200 Los Angeles CA 90025	No	No	Yes	No
1462898	Fund Hawkeye-7 Fpa	11601 Wilshire Blvd. Suite 1200 Los Angeles CA 90025	No	No	Yes	No
1475492	Mark Landecker	11601 Wilshire Blvd. Suite 1200 Los Angeles CA 90025	No	No	Yes	No
1573502	Fund Opportunity Global Fpa	11601 Wilshire Blvd. Suite 1200 Los Angeles CA 90025	No	No	Yes	No
1637850	Fund Select Fpa	11601 Wilshire Blvd. Suite 1200 Los Angeles CA 90025	No	No	Yes	No
1677170	Fpa Select Drawdown Fund, L.p.	11601 Wilshire Blvd. Suite 1200 Los Angeles CA 90025	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2017-02-21	290	$90.04	8,455	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-02-21	4,490	$90.04	128,210	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-02-21	2,729	$90.04	77,242	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-02-21	2,370	$90.04	48,631	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-02-21	3,780	$90.04	77,195	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-02-22	210	$89.60	8,245	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-02-22	3,290	$89.60	124,920	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-02-22	1,990	$89.60	75,252	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-02-22	1,740	$89.60	46,891	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-02-22	2,770	$89.60	74,425	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-02-23	50	$89.10	8,195	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-02-23	790	$89.10	124,130	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-02-23	480	$89.10	74,772	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-02-23	410	$89.10	46,481	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2017-02-23	670	$89.10	73,755	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	16,404	Indirect	See Footnotes
Common Stock	2,863,871	Indirect	See Footnotes

Footnotes

The sale price for common stock of Esterline Technologies Corporation (the "Issuer") reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.90 to $90.40, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to Form 4.
Shares of common stock of the Issuer held directly by FPA Select Fund, a series of FPA Hawkeye Fund, LLC ("FPA Select"). First Pacific Advisors, LLC ("FPA") serves as manager of and investment adviser to FPA Select.
Shares of common stock of the Issuer held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown.
Shares of common stock of the Issuer held directly by FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC ("FPA Global Opportunity"). FPA serves as manager of and investment adviser to FPA Global Opportunity.
Shares of common stock of the Issuer held directly by FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye"). FPA serves as manager of and investment adviser to FPA Hawkeye.
Shares of common stock of the Issuer held directly by FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye-7"). FPA serves as manager of and investment adviser to FPA Hawkeye-7.
Shares of common stock of the Issuer held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners", and together with FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Hawkeye, and FPA Hawkeye-7, 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 investment adviser to and manager or general partner, as applicable, of 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 FPA Hawkeye and FPA Hawkeye-7, 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. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners,
(Continued from Footnote 8) as Portfolio Manager of such funds, and 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 FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and 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 by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs.
(Continued from Footnote 9) Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and 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.
The sale price for common stock of the Issuer reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.00 to $90.05, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to Form 4.
The sale price for common stock of the Issuer reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.00 to $89.45, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to Form 4.
Shares of common stock of the Issuer held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). FPA is the investment adviser of FPA Crescent Fund and may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund. In addition, Mr. Atwood may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund as a Managing Partner of FPA. Mr. Romick may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund as a Portfolio Manager of FPA Crescent Fund and Managing Partner of FPA. Messrs.
(Continued from Footnote 12) Selmo and Landecker may be deemed to share voting and/or investment power over shares of common stock of the Issuer held by FPA Crescent Fund as Portfolio Managers of FPA Crescent Fund and Partners of FPA. FPA only receives an asset-based management fee for serving as investment adviser to FPA Crescent Fund and therefore does not have any pecuniary interest in the securities of the Issuer held by FPA Crescent Fund.