0001127602-17-014840.txt : 20170417 0001127602-17-014840.hdr.sgml : 20170417 20170417152336 ACCESSION NUMBER: 0001127602-17-014840 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170413 FILED AS OF DATE: 20170417 DATE AS OF CHANGE: 20170417 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: Whates John T CENTRAL INDEX KEY: 0001543918 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18348 FILM NUMBER: 17764445 MAIL ADDRESS: STREET 1: 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 0001543918 Whates John T C/O B/E AEROSPACE, INC. 1400 CORPORATE CENTER WAY WELLINGTON FL 33414 1 Common Stock 2017-04-13 4 A 0 128 0 A 10348 D Common Stock 2017-04-13 4 D 0 10348 D 0 D Fractional amounts have been rounded to the nearest whole number. Due to an administrative error by the reporting person, previous statements reported 74 less beneficially owned securities than were actually owned by the reporting person. 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 award 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 award; (ii) each outstanding deferred share unit immediately prior to the Effective Time was converted into the right to receive the Merger Consideration at the Effective Time; and (iii) each restricted stock unit became fully vested immediately prior to the Effective Time and settled in cash. This amount represented, as of immediately prior to the Effective Time, 3,991 shares of common stock held by the reporting person that were not subject to an equity award, approximately 3,867 shares subject to deferral under the Non-Employee Directors Plan, 1,602 shares subject to outstanding restricted stock awards, and 889 shares subject to outstanding restricted stock unit awards. The exact number of shares subject to deferral may vary slightly due to rounding and accumulation of fractional shares. /s/ John T Whates 2017-04-13