SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

STANDERSKI JEFFREY A.

(Last)

(First)

(Middle)

2551 RIVA ROAD

(Street)

ANNAPOLIS

21401

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/07/2014

3. Issuer Name and Ticker or Trading Symbol
ROCKWELL COLLINS INC [ COL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, Information Mgmt. Serv

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	364.9155⁽¹⁾	I	By Savings Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)⁽²⁾	⁽³⁾	11/13/2017	Common Stock	3,900	$74.05	D
Employee Stock Option (Right to Buy)⁽²⁾	⁽⁴⁾	11/14/2021	Common Stock	5,534	$55.01	D
Employee Stock Option (Right to Buy)⁽²⁾	⁽⁵⁾	11/12/2022	Common Stock	6,200	$54.37	D
Employee Stock Option (Right to Buy)⁽²⁾	⁽⁶⁾	11/11/2023	Common Stock	6,300	$70.97	D
Common Stock Share Equivalents⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	111.1813	$0	I	By Supplemental Savings Plan

Explanation of Responses:

1. Shares represented by Company stock fund units under the Company's tax-qualified savings plan, including shares acquired on a periodic basis pursuant to the Plan, based on information furnished by the Plan Administrator as of January 7, 2014.

2. Employee stock options granted pursuant to the Company's stock based plans which vest in three substantially equal annual installments.

3. The options are currently exercisable.

4. 2,767 options are currently exercisable; 2,767 options become exercisable on November 14, 2014.

5. 3,100 options become exercisable on November 12, 2014; 3,100 options become exercisable on November 12, 2015.

6. 2,100 options become exercisable on November 11, 2014; 2,100 options become exercisable on November 11, 2015 and 2,100 options become exercisable on November 11, 2016.

7. Share equivalents represented by Company stock fund units credited under the Company's non-qualified savings plan based on information furnished by the Administrator of the Plan as of January 7, 2014.

8. Payable in cash upon termination of employment.

Remarks:

	Vaughn M. Klopfenstein, Attorney-in-Fact	01/15/2014
	** 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 5 (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.