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