0000899243-18-028515.txt : 20181108 0000899243-18-028515.hdr.sgml : 20181108 20181108134812 ACCESSION NUMBER: 0000899243-18-028515 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181106 FILED AS OF DATE: 20181108 DATE AS OF CHANGE: 20181108 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: 181169178 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 FUNDS TRUST CENTRAL INDEX KEY: 0000924727 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06357 FILM NUMBER: 181169179 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BOULEVARD STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-473-0225 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BOULEVARD STREET 2: SUITE 1200 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: UAM FUNDS TRUST DATE OF NAME CHANGE: 19951101 FORMER NAME: FORMER CONFORMED NAME: REGIS FUND II DATE OF NAME CHANGE: 19940606 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: 181169180 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: 181169181 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: 181169182 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: 181169183 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 2018-11-06 1 0000033619 ESTERLINE TECHNOLOGIES CORP ESL 0001377581 First Pacific Advisors, LP 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES CA 90025 0 0 1 0 0000924727 FPA FUNDS TRUST 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 2018-11-06 4 S 0 77404 117.5532 D 2553497 I See Footnotes Common Stock 2018-11-07 4 S 0 33531 117.4306 D 2519966 I See Footnotes Common Stock 25431 I See Footnotes Common Stock 39561 I See Footnotes Common Stock 7005 I See Footnotes Common Stock 63852 I See Footnotes Common Stock 15069 I See 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 $117.5050 to $117.63, 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) and (4) to this Form 4. Shares of common stock of the Issuer held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). First Pacific Advisors, LP ("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. J. Richard 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. (Continued from Footnote 2) Mr. Steven T. 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. Brian Selmo and Mark 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. 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 $117.39 to $117.51, inclusive. 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 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 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. 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. 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. (Continued from Footnote 10) Mr. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select and FPA Value Partners, as Portfolio Manager of such funds. Mr. Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity 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 11) 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. 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 2018-11-08 FPA CRESCENT FUND, A SERIES OF FPA FUNDS TRUST, Name: /s/ J. Richard Atwood, Title: President 2018-11-08 J. RICHARD ATWOOD, Name: /s/ J. Richard Atwood 2018-11-08 STEVEN T. ROMICK, Name: /s/ Steven T. Romick 2018-11-08 BRIAN A. SELMO, Name: /s/ Brian A. Selmo 2018-11-08 MARK LANDECKER, Name: /s/ Mark Landecker 2018-11-08 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1


                         Form 4 Joint Filer Information


Name:                                   FPA Crescent Fund, a series of FPA
                                        Funds Trust


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


Date of Event Requiring Statement:      11/6/18


Name:                                   J. Richard Atwood


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


Date of Event Requiring Statement:      11/6/18


Name:                                   Steven T. Romick


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


Date of Event Requiring Statement:      11/6/18


Name:                                   Brian A. Selmo


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


Date of Event Requiring Statement:      11/6/18


Name:                                   Mark Landecker


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


Date of Event Requiring Statement:      11/6/18