UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

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 16, 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 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)

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Amendment No 1 to Schedule 13D

The following constitutes Amendment No. 1 (“Amendment No. 1”) 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. This Amendment No. 1 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. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 3 of Schedule 13D is hereby amended and restated in its entirety as follows:

The aggregate purchase price (inclusive of commissions) of the securities of Esterline Technologies Corporation (the “Issuer”) reported herein was $303,828,671.94. The securities of the Issuer reported herein were purchased with the working capital of investment advisory clients of FPA, including the working capital of FPA Crescent Fund, FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Hawkeye, FPA Hawkeye-7, and the Managed Accounts.

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

On September 16, 2016, the Reporting Persons, FPA Funds Trust and FPA Hawkeye Fund, LLC (collectively, the “FPA Parties”) entered into an agreement (the “Agreement”) 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 Issuer’s 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) September 28, 2016 or (ii) 72 hours after the FPA Parties provide notice that the Discussions have terminated.

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

Going forward, the Reporting Persons may have conversations with members of the Issuer’s management team and members of the Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s securities, or may determine to sell or otherwise dispose of all or some of the Issuer’s 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.

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 29,396,333 shares of Common Stock of the Issuer outstanding as of August 5, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on August 9, 2016.

Set forth below is the aggregate number of shares of Common Stock directly held, as of the date hereof, by each of the following FPA investment advisory clients.

As the investment adviser of FPA Crescent Fund, the Managed Accounts and the Private Investment Funds (collectively, the “FPA Clients”), FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by the FPA Clients and therefore may be deemed to beneficially own such securities.

(c) Except as disclosed in Exhibit 99.2, there have been no transactions in securities of the Issuer during the 60 days prior to the date hereof by any of the Reporting Persons. Exhibit 99.2 is incorporated herein by reference.

(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein. The limited partners of (or investors in) each of the FPA Clients for which FPA acts as general partner, managing member and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

(e) Not applicable.

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

The disclosure regarding the Agreement contained in Item 4 is incorporated herein by reference.

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

On August 16, 2016, FPA Hawkeye-7 Fund sold to an unaffiliated third party American-style call options referencing an aggregate of 11,700 shares of Common Stock of the Issuer with a strike price of $70 per share that were immediately exercisable and expire on November 18, 2016. FPA Hawkeye-7 received a premium of $6.4209 for each option to purchase one share of Common Stock. In addition, on August 16, 2016, FPA Hawkeye Fund sold to an unaffiliated third party American-style call options referencing an aggregate of 8,400 shares of Common Stock of the Issuer with a strike price of $70 per share. FPA Hawkeye received a premium of $6.4209 for each option to purchase one share of Common Stock.

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 19, 2016

Exhibit 99.1

September 16, 2016

Esterline Technologies Corporation

500 108^th Avenue N.E.

Bellevue, Washington 98004

Ladies and Gentlemen:

This letter sets forth the agreement (the “Agreement”) between Esterline Technologies Corporation (the “Company”), on the one hand, and the entities and natural persons set forth in the Exhibit A attached hereto (collectively “FPA”), on the other hand, with respect to the matters set forth below.

1. The Company and FPA acknowledge that the parties are in discussions regarding certain matters relating to FPA’s level of ownership of shares of the Company’s outstanding common stock (the “Common Stock”), and certain other governance matters (the “Discussions”). This Agreement confirms that FPA will not purchase or acquire, directly or indirectly, any additional shares of Common Stock until the earlier of (i) September 28, 2016; or (ii) seventy-two (72) hours after FPA provides notice that the Discussions have terminated (the “Standstill Period”). Any such written notice should be sent to marcia.mason@esterline.com with a copy to brian.mccarthy@skadden.com.

2. FPA acknowledges and agrees that money damages would not be a sufficient remedy for any breach (or threatened breach) of this letter agreement by it and that, in the event of any breach or threatened breach hereof, the Company shall be entitled to seek injunctive and other equitable relief, without proof of actual damages, that FPA shall not plead in defense thereto that there would be an adequate remedy at law, and that FPA agrees to waive any applicable right or requirement that a bond be posted by the Company. Such remedies shall not be the exclusive remedies for a breach of this letter agreement, but will be in addition to all other remedies available at law or in equity.

3. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the principles of the conflicts of laws thereof. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of Delaware and irrevocably and unconditionally waive any objection to the laying of venue of any action, suit, or proceeding arising out of this letter agreement in the courts of the State of Delaware or the United States of America located in Delaware, and further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. This letter agreement constitutes the entire agreement among the parties with respect to the subject matter hereof. This letter agreement shall inure to the benefit of the parties hereto and their respective successors and assigns.

4. This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. One or more counterparts of this letter agreement may be delivered by telecopier or PDF electronic transmission, with the intention that they shall have the same effect as an original counterpart hereof.

Dated: September 16, 2016

Confirmed and Agreed to as of September 16, 2016

2

EXHIBIT A

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

Mark Landecker

3

Exhibit 99.2

TRANSACTIONS

The following table sets forth all transactions with respect to securities of the Issuer effected in the last 60 days by the Reporting Persons or on behalf of the Reporting Persons in respect of securities of the Issuer. All such transactions were purchases or sales of securities of the Issuer effected in the open market, and the table includes commissions paid in per share prices.