X0306 4 2017-02-12 1 0000861361 B/E AEROSPACE INC BEAV 0001635766 Swisher Stephen R C/O B/E AEROSPACE, INC. 1400 CORPORATE CENTER WAY WELLINGTON FL 33414 1 VP-Finance & Controller Common Stock 2017-02-12 4 F 0 134 61.80 D 30822 D Common Stock 2017-02-19 4 F 0 534 62.83 D 30288 D Common Stock 2017-04-13 4 D 0 30288 D 0 D In connection with the acquisition of B/E Aerospace, Inc. ("B/E Aerospace") by Rockwell Collins, Inc. ("Rockwell Collins"), pursuant to the Agreement and Plan of Merger, dated as of October 23, 2016, by and among B/E Aerospace, Rockwell Collins, and Quarterback Merger Sub Corp., (the "Merger Agreement") on April [12], 2017, the reporting person received $34.10 in cash, 0.3101 of a share of Rockwell Collins common stock, and cash in lieu of any fractional shares (collectively, the "Merger Consideration") for each share of B/E Aerospace common stock, other than restricted stock awards, owned by the reporting person. All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement. Pursuant to the Merger Agreement: (i) each unvested restricted stock unit became fully vested immediately prior to the Effective Time and was then immediately cancelled thereafter in exchange for the right to receive a cash payment equal to the Merger Consideration multiplied by the number of shares subject to each such restricted stock unit; and (ii) each unvested restricted stock award became fully vested immediately prior to the Effective Time, with each such restricted stock award subject to performance conditions vesting at maximum level, and was then immediately cancelled thereafter in exchange for the right to receive a cash payment equal to the Merger Consideration multiplied by the number of shares subject to each such restricted stock award. This amount represented, as of immediately prior to the effective time of the Merger, 12,802 shares of common stock held by the reporting person that were not subject to an equity award, 13,325 shares subject to outstanding restricted stock awards and 4,829 shares subject to outstanding restricted stock unit awards. /s/ Stephen R Swisher 2017-04-13