SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Swisher Stephen R

(Last)

(First)

(Middle)

C/O B/E AEROSPACE, INC.

1400 CORPORATE CENTER WAY

(Street)

WELLINGTON

33414

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
B/E AEROSPACE INC [ BEAV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP-Finance & Controller

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/12/2017		F		134	D	$61.8	30,822	D
Common Stock	02/19/2017		F		534	D	$62.83	30,288	D
Common Stock	04/13/2017		D		30,288	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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	04/13/2017
	** 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 4 (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).
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