SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BEALL DONALD R
(Last) (First) (Middle)
5 CIVIC PLAZA, SUITE 320
(Street)
NEWPORT BEACH CA 92660
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ROCKWELL COLLINS INC [ COL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/15/2005 M 31,835 A $22.0764 61,835 I Trustee - Family Trust
Common Stock 02/15/2005 S 300 D $46.18 61,585 I Trustee - Family Trust
Common Stock 02/15/2005 S 735 D $46.19 60,800 I Trustee - Family Trust
Common Stock 02/15/2005 S 5,600 D $46.2 55,200 I Trustee - Family Trust
Common Stock 02/15/2005 S 600 D $46.21 54,600 I Trustee - Family Trust
Common Stock 02/15/2005 S 500 D $46.22 54,100 I Trustee - Family Trust
Common Stock 02/15/2005 S 2,400 D $46.23 51,700 I Trustee - Family Trust
Common Stock 02/15/2005 S 600 D $46.25 51,100 I Trustee - Family Trust
Common Stock 02/15/2005 S 4,700 D $46.26 46,400 I Trustee - Family Trust
Common Stock 02/15/2005 S 600 D $46.27 45,800 I Trustee - Family Trust
Common Stock 02/15/2005 S 1,500 D $46.29 44,300 I Trustee - Family Trust
Common Stock 02/15/2005 S 6,000 D $46.3 38,300 I Trustee - Family Trust
Common Stock 02/15/2005 S 2,000 D $46.31 36,300 I Trustee - Family Trust
Common Stock 02/15/2005 S 6,300 D $46.36 30,000 I Trustee - Family Trust
Common Stock 64,305.4661(1) I By Savings Plan
Common Stock 19,597(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)(3) $22.0764 02/15/2005 M 31,835 (4) 12/06/2005 Common Stock 31,835 (3) 191,011 I Trustee - Family Trust
Directors Stock Option (Right to Buy)(5) $46.11 02/15/2005 A 5,000 (6) 02/15/2015 Common Stock 5,000 (5) 5,000 D
Directors Stock Option (Right to Buy)(5) $46.11 02/15/2005 G(7) V 5,000 (6) 02/15/2015 Common Stock 5,000 (5) 0 D
Directors Stock Option (Right to Buy)(5) $46.11 02/15/2005 G(7) V 5,000 (6) 02/15/2015 Common Stock 5,000 (5) 5,000 I Trustee - Family Trust
Explanation of Responses:
1. Shares represented by Company stock fund units under the Rockwell Automation, Inc. (ROK) salaried retirement savings plan, based on information provided by the Plan Administrator as of December 1, 2004.
2. Restricted shares delivered as compensation for services as Director. Held by issuer to implement restrictions on transfer unless and until certain conditions are met.
3. Stock options granted under the Company's stock based plans.
4. Options are currently exercisable.
5. Director stock options granted pursuant to the Directors Stock Plan.
6. The options vest in three equal annual installments beginning on February 15, 2006.
7. Gift to Beall Family Trust, for which the reporting person is a trustee.
Remarks:
/s/ Gary R. Chadick, Attorney-in-Fact 02/17/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.