0000899243-18-027486.txt : 20181025 0000899243-18-027486.hdr.sgml : 20181025 20181025184830 ACCESSION NUMBER: 0000899243-18-027486 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181023 FILED AS OF DATE: 20181025 DATE AS OF CHANGE: 20181025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: First Pacific Advisors, LP CENTRAL INDEX KEY: 0001377581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 181139997 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BLVD., STE. 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-996-5436 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD., STE. 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: First Pacific Advisors, LLC DATE OF NAME CHANGE: 20061005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FPA HAWKEYE FUND CENTRAL INDEX KEY: 0001161993 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 181139998 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 800-982-4372 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: FPA HAWKEYE FUND LLC DATE OF NAME CHANGE: 20011108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FPA Hawkeye-7 Fund CENTRAL INDEX KEY: 0001462898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 181139999 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-996-5436 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: FPA Hawkeye Fund, LLC - FPA Hawkeye-7 Fund DATE OF NAME CHANGE: 20090428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FPA SELECT DRAWDOWN FUND, L.P. CENTRAL INDEX KEY: 0001677170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 181140000 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3104730225 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD. STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ATWOOD J RICHARD CENTRAL INDEX KEY: 0001192887 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 181140001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROMICK STEVEN T CENTRAL INDEX KEY: 0001186259 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 181140002 MAIL ADDRESS: STREET 1: 11400 W OLYMPIC BLVD STREET 2: STE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90064 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Selmo Brian A. CENTRAL INDEX KEY: 0001450268 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 181140003 MAIL ADDRESS: STREET 1: 11400 W. OLYMPIC BLVD., STE. 1200 CITY: LOS ANGELES STATE: CA ZIP: 90064 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Landecker Mark CENTRAL INDEX KEY: 0001475492 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 181140004 MAIL ADDRESS: STREET 1: 11400 W. OLYMPIC BLVD., STE. 1200 CITY: LOS ANGELES STATE: CA ZIP: 90064 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ESTERLINE TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000033619 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 132595091 STATE OF INCORPORATION: DE FISCAL YEAR END: 0929 BUSINESS ADDRESS: STREET 1: 500 - 108TH AVENUE NE STREET 2: SUITE 1500 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4254539400 MAIL ADDRESS: STREET 1: 500 - 108TH AVENUE NE STREET 2: SUITE 1500 CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: ESTERLINE CORP DATE OF NAME CHANGE: 19910317 FORMER COMPANY: FORMER CONFORMED NAME: BOYAR SCHULTZ INC DATE OF NAME CHANGE: 19671101 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-10-23 0 0000033619 ESTERLINE TECHNOLOGIES CORP ESL 0001377581 First Pacific Advisors, LP 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001161993 FPA HAWKEYE FUND 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001462898 FPA Hawkeye-7 Fund 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001677170 FPA SELECT DRAWDOWN FUND, L.P. 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001192887 ATWOOD J RICHARD 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001186259 ROMICK STEVEN T 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001450268 Selmo Brian A. 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0001475492 Landecker Mark 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 Common Stock 2018-10-23 4 S 0 1339 117.3442 D 25431 I See Footnotes Common Stock 2018-10-23 4 S 0 2083 117.3442 D 39561 I See Footnotes Common Stock 2018-10-24 4 S 0 6393 117.4018 D 99629 I See Footnotes Common Stock 2018-10-25 4 S 0 99629 117.4492 D 0 I See Footnotes Common Stock 7005 I See Footnotes Common Stock 63852 I See Footnotes Common Stock 15069 I See Footnotes Common Stock 2630901 I See Footnote 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 $117.27 to $117.42, 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, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (4) and (6) to this Form 4 Shares of common stock of the Issuer held directly by FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye"). First Pacific Advisors, LP ("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. 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 $117.40 to $117.42, inclusive 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. 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 $117.40 to $117.57, inclusive. Shares of common stock of the Issuer held directly by FPA Select Fund, L.P. ("FPA Select"). FPA serves as general partner of and investment adviser to FPA Select. 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 Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners", and together with FPA Global Opportunity, FPA Select, FPA Select Drawdown, FPA Hawkeye-7 and FPA Hawkeye, 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 director and officer of the general 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 director and officer of the general 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, as Portfolio Manager of such funds. (Continued from footnote 9) 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. FPA and Messrs. Atwood and Romick, and Messrs. Selmo and Landecker with regard to funds for which they serve as a Portfolio Manager, 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 and their respective ownership interests in such Private Investment Funds, as applicable. (Continued from footnote 10) 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. 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 director and officer of the general 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 a director and officer of the general 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. 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. First Pacific Advisors, LP ("FPA") may be deemed to exercise voting and/or investment power over securities of Esterline Technologies Corporation (the "Issuer") that are held directly by certain unaffiliated separately managed accounts (the "Managed Accounts") as FPA serves as investment adviser to such Managed Accounts. FPA only receives an asset-based management fee for serving as investment adviser to such Managed Accounts and therefore does not have any pecuniary interest in the securities of the Issuer held directly by such Managed Accounts. In addition, Messrs. J. Richard Atwood, Steven T. Romick, Brian A. Selmo and Mark Landecker do not have a pecuniary interest in the securities held by the Managed Accounts. FIRST PACIFIC ADVISORS, LP, Name: /s/ J. Richard Atwood, Title: Director of General Partner 2018-10-25 FPA HAWKEYE FUND, a series of FPA HAWKEYE FUND, LLC, By: First Pacific Advisors, LP, its investment adviser, Name: /s/ J. Richard Atwood, Title: Director of General Partner 2018-10-25 FPA HAWKEYE-7 FUND, a series of FPA HAWKEYE FUND, LLC, By: First Pacific Advisors, LP, its investment adviser, Name: /s/ J. Richard Atwood, Title: Director of General Partner 2018-10-25 FPA SELECT DRAWDOWN FUND, L.P., By: First Pacific Advisors, LP, its investment adviser, Name: /s/ J. Richard Atwood, Title: Director of General Partner 2018-10-25 J. RICHARD ATWOOD, Name: /s/ J. Richard Atwood 2018-10-25 STEVEN T. ROMICK, Name: /s/ Steven T. Romick 2018-10-25 BRIAN A. SELMO, Name: /s/ Brian A. Selmo 2018-10-25 MARK LANDECKER, Name: /s/ Mark Landecker 2018-10-25 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

                      Form 4 Joint Filer Information


Name:                                   FPA Hawkeye Fund, a series of FPA
                                        Hawkeye Fund, LLC

Address:                                11601 Wilshire Blvd.
                                        Suite 1200
                                        Los Angeles, CA 90025

Date of Event Requiring Statement:      10/23/18


Name:                                   FPA Hawkeye-7 Fund, a series of FPA
                                        Hawkeye Fund, LLC

Address:                                11601 Wilshire Blvd.
                                        Suite 1200
                                        Los Angeles, CA 90025

Date of Event Requiring Statement:      10/23/18


Name:                                   FPA Select Drawdown Fund, L.P.

Address:                                11601 Wilshire Blvd.
                                        Suite 1200
                                        Los Angeles, CA 90025

Date of Event Requiring Statement:      10/24/18


Name:                                   J. Richard Atwood

Address:                                11601 Wilshire Blvd.
                                        Suite 1200
                                        Los Angeles, CA 90025

Date of Event Requiring Statement:      10/23/18


Name:                                   Steven T. Romick

Address:                                11601 Wilshire Blvd.
                                        Suite 1200
                                        Los Angeles, CA 90025

Date of Event Requiring Statement:      10/23/18


Name:                                   Brian A. Selmo

Address:                                11601 Wilshire Blvd.
                                        Suite 1200
                                        Los Angeles, CA 90025

Date of Event Requiring Statement:      10/23/18


Name:                                   Mark Landecker

Address:                                11601 Wilshire Blvd.
                                        Suite 1200
                                        Los Angeles, CA 90025

Date of Event Requiring Statement:      10/23/18