0001127602-17-014725.txt : 20170413 0001127602-17-014725.hdr.sgml : 20170413 20170413163048 ACCESSION NUMBER: 0001127602-17-014725 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170413 FILED AS OF DATE: 20170413 DATE AS OF CHANGE: 20170413 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: B/E AEROSPACE INC CENTRAL INDEX KEY: 0000861361 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 061209796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1400 CORPORATE CENTER WAY STREET 2: 1400 CORPORATE CENTER WAY CITY: WELLINGTON STATE: FL ZIP: 33414 BUSINESS PHONE: 5617915000 MAIL ADDRESS: STREET 1: 1400 CORPORATE CENTER WAY STREET 2: 1400 CORPORATE CENTER WAY CITY: WELLINGTON STATE: FL ZIP: 33414 FORMER COMPANY: FORMER CONFORMED NAME: BE AEROSPACE INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BE AVIONICS INC DATE OF NAME CHANGE: 19920608 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lieberherr Werner CENTRAL INDEX KEY: 0001368417 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18348 FILM NUMBER: 17760957 MAIL ADDRESS: STREET 1: C/O BE AEROSPACE, INC. STREET 2: 1400 CORPORATE CENTER WAY CITY: WELLINGTON STATE: FL ZIP: 33414 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2017-04-13 1 0000861361 B/E AEROSPACE INC BEAV 0001368417 Lieberherr Werner C/O B/E AEROSPACE, INC. 1400 CORPORATE CENTER WAY WELLINGTON FL 33414 1 President & CEO Common Stock 2017-04-13 4 A 0 120943 0 A 288026 D Common Stock 2017-04-13 4 D 0 11308 D 0 I By Family Trust Common Stock 2017-04-13 4 D 0 288026 D 0 D Common Stock 0 D This amount represents shares acquired as a result of performance-based restricted stock units becoming fully vested pursuant to the Merger Agreement (as defined below). 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 13, 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 granted prior to the date of the Merger Agreement became fully vested immediately prior to the Effective Time, with each such restricted stock unit 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 unit; (ii) each unvested restricted stock unit granted after the date of the Merger Agreement was, immediately prior to the Effective Time, converted to a cash amount payable on the first anniversary of the consummation of the merger, with each such restricted stock unit subject to performance conditions converting at maximum level; (iii) 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, 22,751 shares of common stock held by the reporting person that were not subject to an equity award, 47,949 shares subject to outstanding restricted stock awards, 116,403 shares subject to outstanding restricted stock unit awards granted prior to the date of the Merger Agreement, and 100,923 shares subject to outstanding restricted stock unit awards granted after the date of the Merger Agreement. /s/ Werner Lieberherr 2017-04-13