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FPA Value Partners Fund

Disclosed activity across 3 companies

Tapewire entity
159643
SEC CIK
0001573341

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
DITECH HOLDING CorpDHCP · Entity 16143610% ownerDecember 06, 2018December 07, 2018
ESTERLINE TECHNOLOGIES CORPESL · Entity 15906610% ownerNovember 07, 2017November 08, 2017

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

DITECH HOLDING Corp

Report date December 06, 2018 · Filed December 07, 2018

Jointly reported with First Pacific Advisors, LP, ATWOOD J RICHARD, ROMICK STEVEN T, Selmo Brian A.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee Footnotes0 Reported balance After 2018-12-06 transaction · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · 2018-12-06 · Sale · Disposed 9,273 · Balance 0

F1: Securities of Ditech Holding Corporation (the "Issuer") held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). First Pacific Advisors, LP ("FPA") serves as manager of and investment adviser to FPA Value Partners. FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as the investment adviser to and manager of FPA Value Partners. In addition, Mr. J. Richard Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as a director and officer of the general partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as a director and officer of the general partner of FPA.

F2: (Continued from Footnote 1) Mr. Brian Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as Portfolio Manager of such fund. FPA and Messrs. Atwood, Romick and Selmo may be deemed to have a pecuniary interest in a portion of the securities held directly by FPA Value Partners due to FPA's right to receive performance-based allocations. In addition, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such fund. Each of FPA and Messrs.

F3: (Continued from Footnote 2) Atwood, Romick and Selmo disclaims beneficial ownership of securities of the Issuer held directly by FPA Value Partners 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 or Selmo is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Common StockSEC Table I · non-derivativeIndirectSee Footnotes8,401 Reported balance Holding disclosure · report date 2018-12-06 · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · Balance 8,401

F4: Securities of the Issuer held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). FPA is the investment advisor of FPA Crescent Fund and may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund. In addition, Mr. Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund 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 Crescent Fund as a Portfolio Manager of FPA Crescent Fund and a director and officer of the general partner of FPA.

F5: (Continued from Footnote 4) Messrs. Selmo and Mark Landecker may be deemed to share voting and/or investment power over securities 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.

Mandatorily Convertible Preferred StockSEC Table II · derivative / convertible security · Conversion / exercise price $114.98IndirectSee Footnotes0 Reported balance After 2018-12-06 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2018-12-06 · Sale · Disposed 185 · Balance 0

F6: The Mandatorily Convertible Preferred Stock is immediately convertible and does not expire. Each share of Mandatorily Convertible Preferred Stock is convertible to common stock at a rate of 114.975 shares of common stock per share of Mandatorily Convertible Preferred Stock. The Mandatorily Convertible Preferred Stock is mandatorily convertible at the earliest of (a) February 9, 2023, (b) at any time following one year after February 9, 2018, the time that the volume weighted average pricing of the common stock exceeds 150% of the conversion price per share for at least 45 trading days in a 60 consecutive trading day period, including each of the last 20 days in such 60 consecutive trading day period, and (c) a change of control transaction in which the consideration paid or payable per share of common stock is greater than or equal to $8.6975.

F7: Represents 185 shares of Mandatorily Convertible Preferred Stock on an as-converted basis.

F1: Securities of Ditech Holding Corporation (the "Issuer") held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). First Pacific Advisors, LP ("FPA") serves as manager of and investment adviser to FPA Value Partners. FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as the investment adviser to and manager of FPA Value Partners. In addition, Mr. J. Richard Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as a director and officer of the general partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as a director and officer of the general partner of FPA.

F2: (Continued from Footnote 1) Mr. Brian Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as Portfolio Manager of such fund. FPA and Messrs. Atwood, Romick and Selmo may be deemed to have a pecuniary interest in a portion of the securities held directly by FPA Value Partners due to FPA's right to receive performance-based allocations. In addition, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such fund. Each of FPA and Messrs.

F3: (Continued from Footnote 2) Atwood, Romick and Selmo disclaims beneficial ownership of securities of the Issuer held directly by FPA Value Partners 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 or Selmo is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Mandatorily Convertible Preferred StockSEC Table II · derivative / convertible security · Conversion / exercise price $114.98IndirectSee Footnotes9,950 Reported balance Holding disclosure · report date 2018-12-06 · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · Balance 9,950

F6: The Mandatorily Convertible Preferred Stock is immediately convertible and does not expire. Each share of Mandatorily Convertible Preferred Stock is convertible to common stock at a rate of 114.975 shares of common stock per share of Mandatorily Convertible Preferred Stock. The Mandatorily Convertible Preferred Stock is mandatorily convertible at the earliest of (a) February 9, 2023, (b) at any time following one year after February 9, 2018, the time that the volume weighted average pricing of the common stock exceeds 150% of the conversion price per share for at least 45 trading days in a 60 consecutive trading day period, including each of the last 20 days in such 60 consecutive trading day period, and (c) a change of control transaction in which the consideration paid or payable per share of common stock is greater than or equal to $8.6975.

F8: Represents 9,950 shares of Mandatorily Convertible Preferred Stock on an as-converted basis.

F4: Securities of the Issuer held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). FPA is the investment advisor of FPA Crescent Fund and may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund. In addition, Mr. Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund 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 Crescent Fund as a Portfolio Manager of FPA Crescent Fund and a director and officer of the general partner of FPA.

F5: (Continued from Footnote 4) Messrs. Selmo and Mark Landecker may be deemed to share voting and/or investment power over securities 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.

Filing footnotes · ownership attribution and instrument terms

F1: Securities of Ditech Holding Corporation (the "Issuer") held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). First Pacific Advisors, LP ("FPA") serves as manager of and investment adviser to FPA Value Partners. FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as the investment adviser to and manager of FPA Value Partners. In addition, Mr. J. Richard Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as a director and officer of the general partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as a director and officer of the general partner of FPA.

F2: (Continued from Footnote 1) Mr. Brian Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Value Partners as Portfolio Manager of such fund. FPA and Messrs. Atwood, Romick and Selmo may be deemed to have a pecuniary interest in a portion of the securities held directly by FPA Value Partners due to FPA's right to receive performance-based allocations. In addition, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such fund. Each of FPA and Messrs.

F3: (Continued from Footnote 2) Atwood, Romick and Selmo disclaims beneficial ownership of securities of the Issuer held directly by FPA Value Partners 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 or Selmo is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

F4: Securities of the Issuer held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). FPA is the investment advisor of FPA Crescent Fund and may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund. In addition, Mr. Atwood may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Crescent Fund 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 Crescent Fund as a Portfolio Manager of FPA Crescent Fund and a director and officer of the general partner of FPA.

F5: (Continued from Footnote 4) Messrs. Selmo and Mark Landecker may be deemed to share voting and/or investment power over securities 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.

F6: The Mandatorily Convertible Preferred Stock is immediately convertible and does not expire. Each share of Mandatorily Convertible Preferred Stock is convertible to common stock at a rate of 114.975 shares of common stock per share of Mandatorily Convertible Preferred Stock. The Mandatorily Convertible Preferred Stock is mandatorily convertible at the earliest of (a) February 9, 2023, (b) at any time following one year after February 9, 2018, the time that the volume weighted average pricing of the common stock exceeds 150% of the conversion price per share for at least 45 trading days in a 60 consecutive trading day period, including each of the last 20 days in such 60 consecutive trading day period, and (c) a change of control transaction in which the consideration paid or payable per share of common stock is greater than or equal to $8.6975.

F7: Represents 185 shares of Mandatorily Convertible Preferred Stock on an as-converted basis.

F8: Represents 9,950 shares of Mandatorily Convertible Preferred Stock on an as-converted basis.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee Footnotes30,770 Reported balance After 2017-11-07 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2017-11-07 · Sale · Disposed 119 · Balance 30,770

F1: 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 $95.00 to $95.3750, 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 range set forth in this footnote.

F2: Shares of common stock of the Issuer held directly by FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye"). First Pacific Advisors, LLC ("FPA") serves as manager of and investment adviser to FPA Hawkeye.

F8: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA.

F9: (Continued from Footnote 8) Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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.

F10: (Continued from Footnote 9) In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund.

F11: (Continued from Footnote 10) 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.

Common StockSEC Table I · non-derivativeIndirectSee Footnotes45,644 Reported balance After 2017-11-07 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2017-11-07 · Sale · Disposed 176 · Balance 45,644

F1: 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 $95.00 to $95.3750, 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 range set forth in this footnote.

F3: 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.

F8: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA.

F9: (Continued from Footnote 8) Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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.

F10: (Continued from Footnote 9) In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund.

F11: (Continued from Footnote 10) 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.

Common StockSEC Table I · non-derivativeIndirectSee Footnotes7,005 Reported balance After 2017-11-07 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2017-11-07 · Sale · Disposed 17 · Balance 7,005

F1: 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 $95.00 to $95.3750, 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 range set forth in this footnote.

F4: 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.

F8: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA.

F9: (Continued from Footnote 8) Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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.

F10: (Continued from Footnote 9) In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund.

F11: (Continued from Footnote 10) 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.

Common StockSEC Table I · non-derivativeIndirectSee Footnotes106,022 Reported balance After 2017-11-07 transaction · row 4 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 4 · 2017-11-07 · Sale · Disposed 260 · Balance 106,022

F1: 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 $95.00 to $95.3750, 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 range set forth in this footnote.

F5: Shares of common stock of the Issuer held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown.

F8: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA.

F9: (Continued from Footnote 8) Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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.

F10: (Continued from Footnote 9) In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund.

F11: (Continued from Footnote 10) 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.

Common StockSEC Table I · non-derivativeIndirectSee Footnotes63,852 Reported balance After 2017-11-07 transaction · row 5 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 5 · 2017-11-07 · Sale · Disposed 157 · Balance 63,852

F1: 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 $95.00 to $95.3750, 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 range set forth in this footnote.

F6: 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.

F8: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA.

F9: (Continued from Footnote 8) Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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.

F10: (Continued from Footnote 9) In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund.

F11: (Continued from Footnote 10) 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.

Common StockSEC Table I · non-derivativeIndirectSee Footnotes15,069 Reported balance After 2017-11-07 transaction · row 6 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 6 · 2017-11-07 · Sale · Disposed 37 · Balance 15,069

F1: 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 $95.00 to $95.3750, 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 range set forth in this footnote.

F7: 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 Drawdown, FPA Select, FPA Hawkeye, and FPA Hawkeye-7, the "Private Investment Funds").

F8: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA.

F9: (Continued from Footnote 8) Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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.

F10: (Continued from Footnote 9) In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund.

F11: (Continued from Footnote 10) 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.

Common StockSEC Table I · non-derivativeIndirectSee Footnotes2,630,901 Reported balance After 2017-11-07 transaction · row 7 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 7 · 2017-11-07 · Sale · Disposed 6,463 · Balance 2,630,901

F1: 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 $95.00 to $95.3750, 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 range set forth in this footnote.

F12: Shares of common stock of the Issuer held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). 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. 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 Managing Partner of FPA.

F13: (Continued from Footnote 12) Mr. 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 Managing Partner of FPA. Messrs. Selmo and 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 and Partners of FPA. 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.

Filing footnotes · ownership attribution and instrument terms

F1: 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 $95.00 to $95.3750, 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 range set forth in this footnote.

F2: Shares of common stock of the Issuer held directly by FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye"). First Pacific Advisors, LLC ("FPA") serves as manager of and investment adviser to FPA Hawkeye.

F3: 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.

F4: 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.

F5: Shares of common stock of the Issuer held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown.

F6: 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.

F7: 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 Drawdown, FPA Select, FPA Hawkeye, and FPA Hawkeye-7, the "Private Investment Funds").

F8: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA.

F9: (Continued from Footnote 8) Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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.

F10: (Continued from Footnote 9) In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund.

F11: (Continued from Footnote 10) 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.

F12: Shares of common stock of the Issuer held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). 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. 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 Managing Partner of FPA.

F13: (Continued from Footnote 12) Mr. 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 Managing Partner of FPA. Messrs. Selmo and 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 and Partners of FPA. 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.

Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

Section 16 reporting ended · disclosed 2019-03-04. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee Footnotes0 Reported balance After 2019-02-28 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2019-02-28 · Other · Disposed 163,339 · Balance 0

F1: On February 28, 2019, Univar Inc. ("Univar") completed its previously announced acquisition of Nexeo Solutions, Inc. (the "Issuer"), pursuant to the Agreement and Plan of Merger, dated September 17, 2018 (the "Merger Agreement"), among Nexeo, Univar, Pilates Merger Sub I Corp. ("Merger Sub I"), and Pilates Merger Sub II LLC ("Merger Sub II"). Pursuant to the terms of the Merger Agreement (i) Merger Sub I merged with and into the Issuer (the "Initial Merger"), with Nexeo surviving the Initial Merger as a wholly owned subsidiary of Univar, and (ii) immediately following the Initial Merger, Nexeo merged with and into Merger Sub II (the "Subsequent Merger" and together with the Initial Merger, the "Mergers"), with Merger Sub II surviving as the surviving company and wholly owned subsidiary of Univar in the Subsequent Merger.

F2: (Continued from footnote 1) In connection with the Initial Merger, each full share of common stock of the Issuer issued and outstanding immediately prior to the effective time of the Initial Merger (such time, the "Initial Effective Time") (other than (i) common stock of the Issuer owned by Univar, the Issuer or any direct or indirect wholly owned subsidiary of the Issuer or Univar (including Merger Sub I and Merger Sub II) and (ii) common stock of the Issuer owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the Delaware General Corporations Law, as amended) was converted into the right to receive (A) $3.02, and (B) 0.305 of a share of common stock of Univar (collectively, the "Merger Consideration"). The reporting persons disposed of all shares of common stock of the Issuer beneficially owned by them in connection with the Initial Merger and received the right to receive the Merger Consideration.

F3: Shares of common stock of the Issuer that were held directly by FPA Select Fund II, L.P. ("FPA Select II"). First Pacific Advisors, LP ("FPA") serves as general partner of and investment adviser to FPA Select II.

F9: FPA may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were 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. J. Richard Atwood may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by the Private Investment Funds as a director and officer of the general partner of FPA. Mr. Steven T. Romick may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by the Private Investment Funds as a director and officer of the general partner of FPA. Mr. Brian A. Selmo may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by FPA Select Drawdown, FPA Select, FPA Value Partners,

F10: (Continued from footnote 9) FPA Select Maple and FPA Select II as Portfolio Manager of such funds. Mr. Mark Landecker may have been deemed to have had shared voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds. Each of FPA and Messrs. Atwood, Romick, Selmo and Landecker disclaims beneficial ownership of securities of the Issuer that were 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 was the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Common StockSEC Table I · non-derivativeIndirectSee Footnotes0 Reported balance After 2019-02-28 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2019-02-28 · Other · Disposed 182,067 · Balance 0

F1: On February 28, 2019, Univar Inc. ("Univar") completed its previously announced acquisition of Nexeo Solutions, Inc. (the "Issuer"), pursuant to the Agreement and Plan of Merger, dated September 17, 2018 (the "Merger Agreement"), among Nexeo, Univar, Pilates Merger Sub I Corp. ("Merger Sub I"), and Pilates Merger Sub II LLC ("Merger Sub II"). Pursuant to the terms of the Merger Agreement (i) Merger Sub I merged with and into the Issuer (the "Initial Merger"), with Nexeo surviving the Initial Merger as a wholly owned subsidiary of Univar, and (ii) immediately following the Initial Merger, Nexeo merged with and into Merger Sub II (the "Subsequent Merger" and together with the Initial Merger, the "Mergers"), with Merger Sub II surviving as the surviving company and wholly owned subsidiary of Univar in the Subsequent Merger.

F2: (Continued from footnote 1) In connection with the Initial Merger, each full share of common stock of the Issuer issued and outstanding immediately prior to the effective time of the Initial Merger (such time, the "Initial Effective Time") (other than (i) common stock of the Issuer owned by Univar, the Issuer or any direct or indirect wholly owned subsidiary of the Issuer or Univar (including Merger Sub I and Merger Sub II) and (ii) common stock of the Issuer owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the Delaware General Corporations Law, as amended) was converted into the right to receive (A) $3.02, and (B) 0.305 of a share of common stock of Univar (collectively, the "Merger Consideration"). The reporting persons disposed of all shares of common stock of the Issuer beneficially owned by them in connection with the Initial Merger and received the right to receive the Merger Consideration.

F4: Shares of common stock of the Issuer that were held directly by FPA Select Maple Fund, L.P. ("FPA Select Maple"). FPA serves as general partner of and investment adviser to FPA Select Maple.

F9: FPA may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were 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. J. Richard Atwood may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by the Private Investment Funds as a director and officer of the general partner of FPA. Mr. Steven T. Romick may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by the Private Investment Funds as a director and officer of the general partner of FPA. Mr. Brian A. Selmo may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by FPA Select Drawdown, FPA Select, FPA Value Partners,

F10: (Continued from footnote 9) FPA Select Maple and FPA Select II as Portfolio Manager of such funds. Mr. Mark Landecker may have been deemed to have had shared voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds. Each of FPA and Messrs. Atwood, Romick, Selmo and Landecker disclaims beneficial ownership of securities of the Issuer that were 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 was the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Common StockSEC Table I · non-derivativeIndirectSee Footnotes0 Reported balance After 2019-02-28 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2019-02-28 · Other · Disposed 148,987 · Balance 0

F1: On February 28, 2019, Univar Inc. ("Univar") completed its previously announced acquisition of Nexeo Solutions, Inc. (the "Issuer"), pursuant to the Agreement and Plan of Merger, dated September 17, 2018 (the "Merger Agreement"), among Nexeo, Univar, Pilates Merger Sub I Corp. ("Merger Sub I"), and Pilates Merger Sub II LLC ("Merger Sub II"). Pursuant to the terms of the Merger Agreement (i) Merger Sub I merged with and into the Issuer (the "Initial Merger"), with Nexeo surviving the Initial Merger as a wholly owned subsidiary of Univar, and (ii) immediately following the Initial Merger, Nexeo merged with and into Merger Sub II (the "Subsequent Merger" and together with the Initial Merger, the "Mergers"), with Merger Sub II surviving as the surviving company and wholly owned subsidiary of Univar in the Subsequent Merger.

F2: (Continued from footnote 1) In connection with the Initial Merger, each full share of common stock of the Issuer issued and outstanding immediately prior to the effective time of the Initial Merger (such time, the "Initial Effective Time") (other than (i) common stock of the Issuer owned by Univar, the Issuer or any direct or indirect wholly owned subsidiary of the Issuer or Univar (including Merger Sub I and Merger Sub II) and (ii) common stock of the Issuer owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the Delaware General Corporations Law, as amended) was converted into the right to receive (A) $3.02, and (B) 0.305 of a share of common stock of Univar (collectively, the "Merger Consideration"). The reporting persons disposed of all shares of common stock of the Issuer beneficially owned by them in connection with the Initial Merger and received the right to receive the Merger Consideration.

F5: Shares of common stock of the Issuer that were held directly by FPA Select Fund, L.P. ("FPA Select"). FPA serves as the general partner of and investment adviser to FPA Select.

F9: FPA may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were 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. J. Richard Atwood may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by the Private Investment Funds as a director and officer of the general partner of FPA. Mr. Steven T. Romick may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by the Private Investment Funds as a director and officer of the general partner of FPA. Mr. Brian A. Selmo may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by FPA Select Drawdown, FPA Select, FPA Value Partners,

F10: (Continued from footnote 9) FPA Select Maple and FPA Select II as Portfolio Manager of such funds. Mr. Mark Landecker may have been deemed to have had shared voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds. Each of FPA and Messrs. Atwood, Romick, Selmo and Landecker disclaims beneficial ownership of securities of the Issuer that were 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 was the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Common StockSEC Table I · non-derivativeIndirectSee Footnotes0 Reported balance After 2019-02-28 transaction · row 4 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 4 · 2019-02-28 · Other · Disposed 1,775,556 · Balance 0

F1: On February 28, 2019, Univar Inc. ("Univar") completed its previously announced acquisition of Nexeo Solutions, Inc. (the "Issuer"), pursuant to the Agreement and Plan of Merger, dated September 17, 2018 (the "Merger Agreement"), among Nexeo, Univar, Pilates Merger Sub I Corp. ("Merger Sub I"), and Pilates Merger Sub II LLC ("Merger Sub II"). Pursuant to the terms of the Merger Agreement (i) Merger Sub I merged with and into the Issuer (the "Initial Merger"), with Nexeo surviving the Initial Merger as a wholly owned subsidiary of Univar, and (ii) immediately following the Initial Merger, Nexeo merged with and into Merger Sub II (the "Subsequent Merger" and together with the Initial Merger, the "Mergers"), with Merger Sub II surviving as the surviving company and wholly owned subsidiary of Univar in the Subsequent Merger.

F2: (Continued from footnote 1) In connection with the Initial Merger, each full share of common stock of the Issuer issued and outstanding immediately prior to the effective time of the Initial Merger (such time, the "Initial Effective Time") (other than (i) common stock of the Issuer owned by Univar, the Issuer or any direct or indirect wholly owned subsidiary of the Issuer or Univar (including Merger Sub I and Merger Sub II) and (ii) common stock of the Issuer owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the Delaware General Corporations Law, as amended) was converted into the right to receive (A) $3.02, and (B) 0.305 of a share of common stock of Univar (collectively, the "Merger Consideration"). The reporting persons disposed of all shares of common stock of the Issuer beneficially owned by them in connection with the Initial Merger and received the right to receive the Merger Consideration.

F6: Shares of common stock of the Issuer that were held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown.

F9: FPA may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were 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. J. Richard Atwood may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by the Private Investment Funds as a director and officer of the general partner of FPA. Mr. Steven T. Romick may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by the Private Investment Funds as a director and officer of the general partner of FPA. Mr. Brian A. Selmo may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by FPA Select Drawdown, FPA Select, FPA Value Partners,

F10: (Continued from footnote 9) FPA Select Maple and FPA Select II as Portfolio Manager of such funds. Mr. Mark Landecker may have been deemed to have had shared voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds. Each of FPA and Messrs. Atwood, Romick, Selmo and Landecker disclaims beneficial ownership of securities of the Issuer that were 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 was the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Common StockSEC Table I · non-derivativeIndirectSee Footnotes0 Reported balance After 2019-02-28 transaction · row 5 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 5 · 2019-02-28 · Other · Disposed 190,779 · Balance 0

F1: On February 28, 2019, Univar Inc. ("Univar") completed its previously announced acquisition of Nexeo Solutions, Inc. (the "Issuer"), pursuant to the Agreement and Plan of Merger, dated September 17, 2018 (the "Merger Agreement"), among Nexeo, Univar, Pilates Merger Sub I Corp. ("Merger Sub I"), and Pilates Merger Sub II LLC ("Merger Sub II"). Pursuant to the terms of the Merger Agreement (i) Merger Sub I merged with and into the Issuer (the "Initial Merger"), with Nexeo surviving the Initial Merger as a wholly owned subsidiary of Univar, and (ii) immediately following the Initial Merger, Nexeo merged with and into Merger Sub II (the "Subsequent Merger" and together with the Initial Merger, the "Mergers"), with Merger Sub II surviving as the surviving company and wholly owned subsidiary of Univar in the Subsequent Merger.

F2: (Continued from footnote 1) In connection with the Initial Merger, each full share of common stock of the Issuer issued and outstanding immediately prior to the effective time of the Initial Merger (such time, the "Initial Effective Time") (other than (i) common stock of the Issuer owned by Univar, the Issuer or any direct or indirect wholly owned subsidiary of the Issuer or Univar (including Merger Sub I and Merger Sub II) and (ii) common stock of the Issuer owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the Delaware General Corporations Law, as amended) was converted into the right to receive (A) $3.02, and (B) 0.305 of a share of common stock of Univar (collectively, the "Merger Consideration"). The reporting persons disposed of all shares of common stock of the Issuer beneficially owned by them in connection with the Initial Merger and received the right to receive the Merger Consideration.

F7: Securities of the Issuer that were held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). FPA serves as manager of and investment adviser to FPA Value Partners.

F9: FPA may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were 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. J. Richard Atwood may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by the Private Investment Funds as a director and officer of the general partner of FPA. Mr. Steven T. Romick may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by the Private Investment Funds as a director and officer of the general partner of FPA. Mr. Brian A. Selmo may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by FPA Select Drawdown, FPA Select, FPA Value Partners,

F10: (Continued from footnote 9) FPA Select Maple and FPA Select II as Portfolio Manager of such funds. Mr. Mark Landecker may have been deemed to have had shared voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds. Each of FPA and Messrs. Atwood, Romick, Selmo and Landecker disclaims beneficial ownership of securities of the Issuer that were 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 was the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Common StockSEC Table I · non-derivativeIndirectSee Footnotes0 Reported balance After 2019-02-28 transaction · row 6 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 6 · 2019-02-28 · Other · Disposed 816,923 · Balance 0

F1: On February 28, 2019, Univar Inc. ("Univar") completed its previously announced acquisition of Nexeo Solutions, Inc. (the "Issuer"), pursuant to the Agreement and Plan of Merger, dated September 17, 2018 (the "Merger Agreement"), among Nexeo, Univar, Pilates Merger Sub I Corp. ("Merger Sub I"), and Pilates Merger Sub II LLC ("Merger Sub II"). Pursuant to the terms of the Merger Agreement (i) Merger Sub I merged with and into the Issuer (the "Initial Merger"), with Nexeo surviving the Initial Merger as a wholly owned subsidiary of Univar, and (ii) immediately following the Initial Merger, Nexeo merged with and into Merger Sub II (the "Subsequent Merger" and together with the Initial Merger, the "Mergers"), with Merger Sub II surviving as the surviving company and wholly owned subsidiary of Univar in the Subsequent Merger.

F2: (Continued from footnote 1) In connection with the Initial Merger, each full share of common stock of the Issuer issued and outstanding immediately prior to the effective time of the Initial Merger (such time, the "Initial Effective Time") (other than (i) common stock of the Issuer owned by Univar, the Issuer or any direct or indirect wholly owned subsidiary of the Issuer or Univar (including Merger Sub I and Merger Sub II) and (ii) common stock of the Issuer owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the Delaware General Corporations Law, as amended) was converted into the right to receive (A) $3.02, and (B) 0.305 of a share of common stock of Univar (collectively, the "Merger Consideration"). The reporting persons disposed of all shares of common stock of the Issuer beneficially owned by them in connection with the Initial Merger and received the right to receive the Merger Consideration.

F8: Shares of common stock of the Issuer that were held directly by FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC ("FPA Global Opportunity" and together with FPA Select II, FPA Select Maple, FPA Select, FPA Select Drawdown and FPA Value Partners, the "Private Investment Funds"). FPA serves as manager of and investment adviser to FPA Global Opportunity.

F9: FPA may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were 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. J. Richard Atwood may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by the Private Investment Funds as a director and officer of the general partner of FPA. Mr. Steven T. Romick may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by the Private Investment Funds as a director and officer of the general partner of FPA. Mr. Brian A. Selmo may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by FPA Select Drawdown, FPA Select, FPA Value Partners,

F10: (Continued from footnote 9) FPA Select Maple and FPA Select II as Portfolio Manager of such funds. Mr. Mark Landecker may have been deemed to have had shared voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds. Each of FPA and Messrs. Atwood, Romick, Selmo and Landecker disclaims beneficial ownership of securities of the Issuer that were 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 was the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Common StockSEC Table I · non-derivativeIndirectSee Footnotes0 Reported balance After 2019-02-28 transaction · row 7 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 7 · 2019-02-28 · Other · Disposed 21,557,576 · Balance 0

F1: On February 28, 2019, Univar Inc. ("Univar") completed its previously announced acquisition of Nexeo Solutions, Inc. (the "Issuer"), pursuant to the Agreement and Plan of Merger, dated September 17, 2018 (the "Merger Agreement"), among Nexeo, Univar, Pilates Merger Sub I Corp. ("Merger Sub I"), and Pilates Merger Sub II LLC ("Merger Sub II"). Pursuant to the terms of the Merger Agreement (i) Merger Sub I merged with and into the Issuer (the "Initial Merger"), with Nexeo surviving the Initial Merger as a wholly owned subsidiary of Univar, and (ii) immediately following the Initial Merger, Nexeo merged with and into Merger Sub II (the "Subsequent Merger" and together with the Initial Merger, the "Mergers"), with Merger Sub II surviving as the surviving company and wholly owned subsidiary of Univar in the Subsequent Merger.

F2: (Continued from footnote 1) In connection with the Initial Merger, each full share of common stock of the Issuer issued and outstanding immediately prior to the effective time of the Initial Merger (such time, the "Initial Effective Time") (other than (i) common stock of the Issuer owned by Univar, the Issuer or any direct or indirect wholly owned subsidiary of the Issuer or Univar (including Merger Sub I and Merger Sub II) and (ii) common stock of the Issuer owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the Delaware General Corporations Law, as amended) was converted into the right to receive (A) $3.02, and (B) 0.305 of a share of common stock of Univar (collectively, the "Merger Consideration"). The reporting persons disposed of all shares of common stock of the Issuer beneficially owned by them in connection with the Initial Merger and received the right to receive the Merger Consideration.

F11: Shares of common stock of the Issuer that were held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). The number of securities reported as disposed herein includes shares that were received by FPA Crescent Fund in a pro rata distribution for no consideration by WLRS Fund I LLC. FPA is the investment advisor of FPA Crescent Fund and may have been deemed to have had shared voting and/or investment power over shares of common stock of the Issuer that were held by FPA Crescent Fund. In addition, Mr. Atwood may have been deemed to have had shared voting and/or investment power over shares of common stock of the Issuer that were held by FPA Crescent Fund as a director and officer of the general partner of FPA.

F12: (Continued from footnote 11) Mr. Romick may have been deemed to have had shared voting and/or investment power over shares of common stock of the Issuer that were held by FPA Crescent Fund as a Portfolio Manager of FPA Crescent Fund and director and officer of the general partner of FPA. Messrs. Selmo and Landecker may have been deemed to have had shared 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 did not have any pecuniary interest in the securities of the Issuer that were held by FPA Crescent Fund.

Warrants (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $11.50 · Expires 2021-06-09IndirectSee Footnotes0 Reported balance After 2019-02-28 transaction · row 8 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 8 · 2019-02-28 · Other · Disposed 89,388 · Balance 0

F13: Following the Initial Effective Time, each outstanding and unexercised warrant to purchase common stock of the Issuer ("Issuer Warrant") became exercisable for 0.1525 shares of common stock of Univar and $1.51 in cash, which represents the Merger Consideration that would have been payable in respect of the one-half (1/2) share of Issuer common stock that the holder of each Issuer Warrant would have been entitled to receive had such holder exercised such Issuer Warrant immediately prior to the Initial Effective Time, upon the terms and conditions specified in Issuer Warrants and the Warrant Agreement governing such Issuer Warrants. The Issuer Warrants held by FPA Value Partners were converted as described in this footnote following the Initial Effective Time.

F7: Securities of the Issuer that were held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). FPA serves as manager of and investment adviser to FPA Value Partners.

Filing footnotes · ownership attribution and instrument terms

F1: On February 28, 2019, Univar Inc. ("Univar") completed its previously announced acquisition of Nexeo Solutions, Inc. (the "Issuer"), pursuant to the Agreement and Plan of Merger, dated September 17, 2018 (the "Merger Agreement"), among Nexeo, Univar, Pilates Merger Sub I Corp. ("Merger Sub I"), and Pilates Merger Sub II LLC ("Merger Sub II"). Pursuant to the terms of the Merger Agreement (i) Merger Sub I merged with and into the Issuer (the "Initial Merger"), with Nexeo surviving the Initial Merger as a wholly owned subsidiary of Univar, and (ii) immediately following the Initial Merger, Nexeo merged with and into Merger Sub II (the "Subsequent Merger" and together with the Initial Merger, the "Mergers"), with Merger Sub II surviving as the surviving company and wholly owned subsidiary of Univar in the Subsequent Merger.

F2: (Continued from footnote 1) In connection with the Initial Merger, each full share of common stock of the Issuer issued and outstanding immediately prior to the effective time of the Initial Merger (such time, the "Initial Effective Time") (other than (i) common stock of the Issuer owned by Univar, the Issuer or any direct or indirect wholly owned subsidiary of the Issuer or Univar (including Merger Sub I and Merger Sub II) and (ii) common stock of the Issuer owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the Delaware General Corporations Law, as amended) was converted into the right to receive (A) $3.02, and (B) 0.305 of a share of common stock of Univar (collectively, the "Merger Consideration"). The reporting persons disposed of all shares of common stock of the Issuer beneficially owned by them in connection with the Initial Merger and received the right to receive the Merger Consideration.

F3: Shares of common stock of the Issuer that were held directly by FPA Select Fund II, L.P. ("FPA Select II"). First Pacific Advisors, LP ("FPA") serves as general partner of and investment adviser to FPA Select II.

F4: Shares of common stock of the Issuer that were held directly by FPA Select Maple Fund, L.P. ("FPA Select Maple"). FPA serves as general partner of and investment adviser to FPA Select Maple.

F5: Shares of common stock of the Issuer that were held directly by FPA Select Fund, L.P. ("FPA Select"). FPA serves as the general partner of and investment adviser to FPA Select.

F6: Shares of common stock of the Issuer that were held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown.

F7: Securities of the Issuer that were held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). FPA serves as manager of and investment adviser to FPA Value Partners.

F8: Shares of common stock of the Issuer that were held directly by FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC ("FPA Global Opportunity" and together with FPA Select II, FPA Select Maple, FPA Select, FPA Select Drawdown and FPA Value Partners, the "Private Investment Funds"). FPA serves as manager of and investment adviser to FPA Global Opportunity.

F9: FPA may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were 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. J. Richard Atwood may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by the Private Investment Funds as a director and officer of the general partner of FPA. Mr. Steven T. Romick may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by the Private Investment Funds as a director and officer of the general partner of FPA. Mr. Brian A. Selmo may have been deemed to have had shared voting and/or investment power over the securities of the Issuer that were held by FPA Select Drawdown, FPA Select, FPA Value Partners,

F10: (Continued from footnote 9) FPA Select Maple and FPA Select II as Portfolio Manager of such funds. Mr. Mark Landecker may have been deemed to have had shared voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds. Each of FPA and Messrs. Atwood, Romick, Selmo and Landecker disclaims beneficial ownership of securities of the Issuer that were 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 was the beneficial owner of such securities for purposes of Section 16 or any other purpose.

F11: Shares of common stock of the Issuer that were held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). The number of securities reported as disposed herein includes shares that were received by FPA Crescent Fund in a pro rata distribution for no consideration by WLRS Fund I LLC. FPA is the investment advisor of FPA Crescent Fund and may have been deemed to have had shared voting and/or investment power over shares of common stock of the Issuer that were held by FPA Crescent Fund. In addition, Mr. Atwood may have been deemed to have had shared voting and/or investment power over shares of common stock of the Issuer that were held by FPA Crescent Fund as a director and officer of the general partner of FPA.

F12: (Continued from footnote 11) Mr. Romick may have been deemed to have had shared voting and/or investment power over shares of common stock of the Issuer that were held by FPA Crescent Fund as a Portfolio Manager of FPA Crescent Fund and director and officer of the general partner of FPA. Messrs. Selmo and Landecker may have been deemed to have had shared 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 did not have any pecuniary interest in the securities of the Issuer that were held by FPA Crescent Fund.

F13: Following the Initial Effective Time, each outstanding and unexercised warrant to purchase common stock of the Issuer ("Issuer Warrant") became exercisable for 0.1525 shares of common stock of Univar and $1.51 in cash, which represents the Merger Consideration that would have been payable in respect of the one-half (1/2) share of Issuer common stock that the holder of each Issuer Warrant would have been entitled to receive had such holder exercised such Issuer Warrant immediately prior to the Initial Effective Time, upon the terms and conditions specified in Issuer Warrants and the Warrant Agreement governing such Issuer Warrants. The Issuer Warrants held by FPA Value Partners were converted as described in this footnote following the Initial Effective Time.

Transaction history

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Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
November 01, 2017 Filed Nov 2, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 793 $95.13 $75,436.03
Disclosure

SEC source: 0000899243-17-025255 · doc4.xml · nonDerivative · entry 9

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 50,056

F13 · price: 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 $95.00 to $95.7125, inclusive.

F3 · ownership.nature: 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.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
November 01, 2017 Filed Nov 2, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 535 $95.13 $50,893.16
Disclosure

SEC source: 0000899243-17-025255 · doc4.xml · nonDerivative · entry 8

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 33,744

F13 · price: 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 $95.00 to $95.7125, inclusive.

F2 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye"). First Pacific Advisors, LLC ("FPA") serves as manager of and investment adviser to FPA Hawkeye.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 31, 2017 Filed Nov 2, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 13,992 $95.08 $1,330,348.17
Disclosure

SEC source: 0000899243-17-025255 · doc4.xml · nonDerivative · entry 7

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 2,822,026

F1 · price: 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 $95.00 to $95.4750, 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 (13) to this Form 4.

F11 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). 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. 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 Managing Partner of FPA. Mr. 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 Managing Partner of FPA.

F12 · ownership.nature: (Continued from Footnote 11) Messrs. Selmo and 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 and Partners of FPA. 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.

Read SEC document
October 31, 2017 Filed Nov 2, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 80 $95.08 $7,606.34
Disclosure

SEC source: 0000899243-17-025255 · doc4.xml · nonDerivative · entry 6

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,164

F1 · price: 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 $95.00 to $95.4750, 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 (13) to this Form 4.

F7 · ownership.nature: 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 Drawdown, FPA Select, FPA Hawkeye, and FPA Hawkeye-7, the "Private Investment Funds").

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 31, 2017 Filed Nov 2, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 339 $95.08 $32,231.85
Disclosure

SEC source: 0000899243-17-025255 · doc4.xml · nonDerivative · entry 5

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 68,491

F1 · price: 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 $95.00 to $95.4750, 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 (13) to this Form 4.

F6 · ownership.nature: 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.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 31, 2017 Filed Nov 2, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 564 $95.08 $53,624.67
Disclosure

SEC source: 0000899243-17-025255 · doc4.xml · nonDerivative · entry 4

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 113,723

F1 · price: 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 $95.00 to $95.4750, 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 (13) to this Form 4.

F5 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 31, 2017 Filed Nov 2, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 37 $95.08 $3,517.93
Disclosure

SEC source: 0000899243-17-025255 · doc4.xml · nonDerivative · entry 3

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,514

F1 · price: 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 $95.00 to $95.4750, 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 (13) to this Form 4.

F4 · ownership.nature: 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.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 31, 2017 Filed Nov 2, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 381 $95.08 $36,225.18
Disclosure

SEC source: 0000899243-17-025255 · doc4.xml · nonDerivative · entry 2

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 50,849

F1 · price: 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 $95.00 to $95.4750, 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 (13) to this Form 4.

F3 · ownership.nature: 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.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 31, 2017 Filed Nov 2, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 257 $95.08 $24,435.35
Disclosure

SEC source: 0000899243-17-025255 · doc4.xml · nonDerivative · entry 1

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 34,279

F1 · price: 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 $95.00 to $95.4750, 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 (13) to this Form 4.

F2 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye"). First Pacific Advisors, LLC ("FPA") serves as manager of and investment adviser to FPA Hawkeye.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 27, 2017 Filed Oct 30, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 3,273 $95.09 $311,243.32
Disclosure

SEC source: 0000899243-17-024869 · doc4.xml · nonDerivative · entry 14

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 2,836,018

F13 · price: 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 $95.00 to $95.175, inclusive.

F11 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). 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. 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 Managing Partner of FPA. Mr. 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 Managing Partner of FPA.

F12 · ownership.nature: (Continued from Footnote 11) Messrs. Selmo and 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 and Partners of FPA. 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.

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October 27, 2017 Filed Oct 30, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 19 $95.09 $1,806.79
Disclosure

SEC source: 0000899243-17-024869 · doc4.xml · nonDerivative · entry 13

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 16,244

F13 · price: 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 $95.00 to $95.175, inclusive.

F7 · ownership.nature: 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 Drawdown, FPA Select, FPA Hawkeye, and FPA Hawkeye-7, the "Private Investment Funds").

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 27, 2017 Filed Oct 30, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 79 $95.09 $7,512.44
Disclosure

SEC source: 0000899243-17-024869 · doc4.xml · nonDerivative · entry 12

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 68,830

F13 · price: 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 $95.00 to $95.175, inclusive.

F6 · ownership.nature: 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.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 27, 2017 Filed Oct 30, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 132 $95.09 $12,552.43
Disclosure

SEC source: 0000899243-17-024869 · doc4.xml · nonDerivative · entry 11

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 114,287

F13 · price: 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 $95.00 to $95.175, inclusive.

F5 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 27, 2017 Filed Oct 30, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 9 $95.09 $855.85
Disclosure

SEC source: 0000899243-17-024869 · doc4.xml · nonDerivative · entry 10

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,551

F13 · price: 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 $95.00 to $95.175, inclusive.

F4 · ownership.nature: 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.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 27, 2017 Filed Oct 30, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 89 $95.09 $8,463.38
Disclosure

SEC source: 0000899243-17-024869 · doc4.xml · nonDerivative · entry 9

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 51,230

F13 · price: 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 $95.00 to $95.175, inclusive.

F3 · ownership.nature: 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.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 27, 2017 Filed Oct 30, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 60 $95.09 $5,705.65
Disclosure

SEC source: 0000899243-17-024869 · doc4.xml · nonDerivative · entry 8

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 34,536

F13 · price: 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 $95.00 to $95.175, inclusive.

F2 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye"). First Pacific Advisors, LLC ("FPA") serves as manager of and investment adviser to FPA Hawkeye.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 26, 2017 Filed Oct 30, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 24,580 $96.16 $2,363,723.41
Disclosure

SEC source: 0000899243-17-024869 · doc4.xml · nonDerivative · entry 7

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 2,839,291

F1 · price: 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 $95.50 to $96.4750, 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 (13) to this Form 4.

F11 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Crescent Fund, a series of FPA Funds Trust ("FPA Crescent Fund"). 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. 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 Managing Partner of FPA. Mr. 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 Managing Partner of FPA.

F12 · ownership.nature: (Continued from Footnote 11) Messrs. Selmo and 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 and Partners of FPA. 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.

Read SEC document
October 26, 2017 Filed Oct 30, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 141 $96.16 $13,559.19
Disclosure

SEC source: 0000899243-17-024869 · doc4.xml · nonDerivative · entry 6

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 16,263

F1 · price: 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 $95.50 to $96.4750, 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 (13) to this Form 4.

F7 · ownership.nature: 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 Drawdown, FPA Select, FPA Hawkeye, and FPA Hawkeye-7, the "Private Investment Funds").

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 26, 2017 Filed Oct 30, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 597 $96.16 $57,410.21
Disclosure

SEC source: 0000899243-17-024869 · doc4.xml · nonDerivative · entry 5

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 68,909

F1 · price: 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 $95.50 to $96.4750, 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 (13) to this Form 4.

F6 · ownership.nature: 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.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 26, 2017 Filed Oct 30, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 991 $96.16 $95,299.02
Disclosure

SEC source: 0000899243-17-024869 · doc4.xml · nonDerivative · entry 4

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 114,419

F1 · price: 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 $95.50 to $96.4750, 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 (13) to this Form 4.

F5 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 26, 2017 Filed Oct 30, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 65 $96.16 $6,250.69
Disclosure

SEC source: 0000899243-17-024869 · doc4.xml · nonDerivative · entry 3

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,560

F1 · price: 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 $95.50 to $96.4750, 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 (13) to this Form 4.

F4 · ownership.nature: 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.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 26, 2017 Filed Oct 30, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 669 $96.16 $64,334.05
Disclosure

SEC source: 0000899243-17-024869 · doc4.xml · nonDerivative · entry 2

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 51,319

F1 · price: 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 $95.50 to $96.4750, 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 (13) to this Form 4.

F3 · ownership.nature: 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.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
October 26, 2017 Filed Oct 30, 2017 15:58 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 451 $96.16 $43,370.19
Disclosure

SEC source: 0000899243-17-024869 · doc4.xml · nonDerivative · entry 1

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA FUNDS TRUST · CIK 0000924727 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 34,596

F1 · price: 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 $95.50 to $96.4750, 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 (13) to this Form 4.

F2 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye"). First Pacific Advisors, LLC ("FPA") serves as manager of and investment adviser to FPA Hawkeye.

F8 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, and FPA Value Partners, as Portfolio Manager of such funds,

F9 · ownership.nature: (Continued from Footnote 8) and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity, FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds,

F10 · ownership.nature: (Continued from Footnote 9) Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
August 31, 2017 Filed Sep 5, 2017 18:09 UTC Nexeo Solutions, Inc. NXEO · Entity 159591 PurchaseCommon Stock 21,631 $7.00 $151,417.00
Disclosure

SEC source: 0000899243-17-021462 · doc4.xml · nonDerivative · entry 5

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA Select Maple Fund, L.P. · CIK 0001710654 · 10% owner

FPA Select Fund II, L.P. · CIK 0001713546 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Landecker Mark · CIK 0001475492 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 190,779

F5 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). FPA serves as manager of and investment adviser to FPA Value Partners. Of the 190,779 shares of common stock of the Issuer held by FPA Value Partners, 25,796 shares are designated Founder Shares and are subject to certain share price restrictions that were previously disclosed.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA.

F8 · ownership.nature: (Continued from Footnote 7) Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity and FPA Select due to their respective ownership interests in such Private Investment Funds and Messrs.

F9 · ownership.nature: (Continued from Footnote 8) Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund. 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.

Read SEC document
August 31, 2017 Filed Sep 5, 2017 18:09 UTC Nexeo Solutions, Inc. NXEO · Entity 159591 PurchaseCommon Stock 148,026 $7.00 $1,036,182.00
Disclosure

SEC source: 0000899243-17-021462 · doc4.xml · nonDerivative · entry 4

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA Select Maple Fund, L.P. · CIK 0001710654 · 10% owner

FPA Select Fund II, L.P. · CIK 0001713546 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Landecker Mark · CIK 0001475492 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,775,556

F4 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown. Of the 1,775,556 shares of common stock of the Issuer held by FPA Select Drawdown, 251,058 shares are designated Founder Shares and are subject to certain share price restrictions that were previously disclosed.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA.

F8 · ownership.nature: (Continued from Footnote 7) Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity and FPA Select due to their respective ownership interests in such Private Investment Funds and Messrs.

F9 · ownership.nature: (Continued from Footnote 8) Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund. 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.

Read SEC document
August 31, 2017 Filed Sep 5, 2017 18:09 UTC Nexeo Solutions, Inc. NXEO · Entity 159591 PurchaseCommon Stock 32,816 $7.00 $229,712.00
Disclosure

SEC source: 0000899243-17-021462 · doc4.xml · nonDerivative · entry 3

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA Select Maple Fund, L.P. · CIK 0001710654 · 10% owner

FPA Select Fund II, L.P. · CIK 0001713546 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Landecker Mark · CIK 0001475492 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 148,987

F3 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Select Fund, L.P. ("FPA Select"). FPA serves as the general partner of and investment adviser to FPA Select. Of the 148,987 shares of common stock of the Issuer held by FPA Select, 16,799 shares are designated Founder Shares and are subject to certain share price restrictions that were previously disclosed.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA.

F8 · ownership.nature: (Continued from Footnote 7) Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity and FPA Select due to their respective ownership interests in such Private Investment Funds and Messrs.

F9 · ownership.nature: (Continued from Footnote 8) Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund. 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.

Read SEC document
August 31, 2017 Filed Sep 5, 2017 18:09 UTC Nexeo Solutions, Inc. NXEO · Entity 159591 PurchaseCommon Stock 6,937 $7.00 $48,559.00
Disclosure

SEC source: 0000899243-17-021462 · doc4.xml · nonDerivative · entry 2

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA Select Maple Fund, L.P. · CIK 0001710654 · 10% owner

FPA Select Fund II, L.P. · CIK 0001713546 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Landecker Mark · CIK 0001475492 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 101,639

F2 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Select Fund II, L.P. ("FPA Select II"). FPA serves as general partner of and investment adviser to FPA Select II.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA.

F8 · ownership.nature: (Continued from Footnote 7) Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity and FPA Select due to their respective ownership interests in such Private Investment Funds and Messrs.

F9 · ownership.nature: (Continued from Footnote 8) Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund. 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.

Read SEC document
August 31, 2017 Filed Sep 5, 2017 18:09 UTC Nexeo Solutions, Inc. NXEO · Entity 159591 PurchaseCommon Stock 41,900 $7.00 $293,300.00
Disclosure

SEC source: 0000899243-17-021462 · doc4.xml · nonDerivative · entry 1

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA Select Maple Fund, L.P. · CIK 0001710654 · 10% owner

FPA Select Fund II, L.P. · CIK 0001713546 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Landecker Mark · CIK 0001475492 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 182,067

F1 · ownership.nature: Shares of common stock of the Nexeo Solutions, Inc. (the "Issuer") held directly by FPA Select Maple Fund, L.P. ("FPA Select Maple"). First Pacific Advisors, LLC ("FPA") serves as general partner of and investment adviser to FPA Select Maple.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA.

F8 · ownership.nature: (Continued from Footnote 7) Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity and FPA Select due to their respective ownership interests in such Private Investment Funds and Messrs.

F9 · ownership.nature: (Continued from Footnote 8) Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund. 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.

Read SEC document
August 25, 2017 Filed Aug 29, 2017 16:18 UTC Nexeo Solutions, Inc. NXEO · Entity 159591 PurchaseCommon Stock 16,688 $7.25 $120,988.00
Disclosure

SEC source: 0000899243-17-021170 · doc4.xml · nonDerivative · entry 5

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA Select Maple Fund, L.P. · CIK 0001710654 · 10% owner

FPA Select Fund II, L.P. · CIK 0001713546 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Landecker Mark · CIK 0001475492 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 169,148

F5 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). FPA serves as manager of and investment adviser to FPA Value Partners. Of the 169,148 shares of common stock of the Issuer held by FPA Value Partners, 25,796 shares are designated Founder Shares and are subject to certain share price restrictions that were previously disclosed.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA.

F8 · ownership.nature: (Continued from Footnote 7) Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity and FPA Select due to their respective ownership interests in such Private Investment Funds and Messrs.

F9 · ownership.nature: (Continued from Footnote 8) Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund. 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.

Read SEC document
August 25, 2017 Filed Aug 29, 2017 16:18 UTC Nexeo Solutions, Inc. NXEO · Entity 159591 PurchaseCommon Stock 143,746 $7.25 $1,042,158.50
Disclosure

SEC source: 0000899243-17-021170 · doc4.xml · nonDerivative · entry 4

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA Select Maple Fund, L.P. · CIK 0001710654 · 10% owner

FPA Select Fund II, L.P. · CIK 0001713546 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Landecker Mark · CIK 0001475492 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,627,530

F4 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown. Of the 1,627,530 shares of common stock of the Issuer held by FPA Select Drawdown, 251,058 shares are designated Founder Shares and are subject to certain share price restrictions that were previously disclosed.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA.

F8 · ownership.nature: (Continued from Footnote 7) Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity and FPA Select due to their respective ownership interests in such Private Investment Funds and Messrs.

F9 · ownership.nature: (Continued from Footnote 8) Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund. 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.

Read SEC document
August 25, 2017 Filed Aug 29, 2017 16:18 UTC Nexeo Solutions, Inc. NXEO · Entity 159591 PurchaseCommon Stock 16,887 $7.25 $122,430.75
Disclosure

SEC source: 0000899243-17-021170 · doc4.xml · nonDerivative · entry 3

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA Select Maple Fund, L.P. · CIK 0001710654 · 10% owner

FPA Select Fund II, L.P. · CIK 0001713546 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Landecker Mark · CIK 0001475492 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 116,171

F3 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Select Fund, L.P. ("FPA Select"). FPA serves as the general partner of and investment adviser to FPA Select. Of the 116,171 shares of common stock of the Issuer held by FPA Select, 16,799 shares are designated Founder Shares and are subject to certain share price restrictions that were previously disclosed.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA.

F8 · ownership.nature: (Continued from Footnote 7) Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity and FPA Select due to their respective ownership interests in such Private Investment Funds and Messrs.

F9 · ownership.nature: (Continued from Footnote 8) Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund. 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.

Read SEC document
August 25, 2017 Filed Aug 29, 2017 16:18 UTC Nexeo Solutions, Inc. NXEO · Entity 159591 PurchaseCommon Stock 50,182 $7.25 $363,819.50
Disclosure

SEC source: 0000899243-17-021170 · doc4.xml · nonDerivative · entry 2

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA Select Maple Fund, L.P. · CIK 0001710654 · 10% owner

FPA Select Fund II, L.P. · CIK 0001713546 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Landecker Mark · CIK 0001475492 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 94,702

F2 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Select Fund II, L.P. ("FPA Select II"). FPA serves as general partner of and investment adviser to FPA Select II.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA.

F8 · ownership.nature: (Continued from Footnote 7) Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity and FPA Select due to their respective ownership interests in such Private Investment Funds and Messrs.

F9 · ownership.nature: (Continued from Footnote 8) Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund. 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.

Read SEC document
August 25, 2017 Filed Aug 29, 2017 16:18 UTC Nexeo Solutions, Inc. NXEO · Entity 159591 PurchaseCommon Stock 22,497 $7.25 $163,103.25
Disclosure

SEC source: 0000899243-17-021170 · doc4.xml · nonDerivative · entry 1

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA Select Maple Fund, L.P. · CIK 0001710654 · 10% owner

FPA Select Fund II, L.P. · CIK 0001713546 · 10% owner

FPA Select Fund, L.P. · CIK 0001702509 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Landecker Mark · CIK 0001475492 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 140,167

F1 · ownership.nature: Shares of common stock of the Nexeo Solutions, Inc. (the "Issuer") held directly by FPA Select Maple Fund, L.P. ("FPA Select Maple"). First Pacific Advisors, LLC ("FPA") serves as general partner of and investment adviser to FPA Select Maple.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. Romick may be deemed to share voting and/or investment power over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA.

F8 · ownership.nature: (Continued from Footnote 7) Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Select Maple and FPA Select II as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity and FPA Select due to their respective ownership interests in such Private Investment Funds and Messrs.

F9 · ownership.nature: (Continued from Footnote 8) Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund. 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.

Read SEC document
February 13, 2017 Filed Feb 13, 2017 21:53 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 5,030 $89.87 $452,050.63
Disclosure

SEC source: 0000899243-17-003893 · doc4.xml · nonDerivative · entry 16

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund · CIK 0001637850 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 93,425

F6 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye-7", and together with FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Value Partners, and FPA Hawkeye, the "Private Investment Funds"). FPA serves as manager of and investment adviser to FPA Hawkeye-7.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown,

F8 · ownership.nature: (Continued from footnote 7) FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,

F9 · ownership.nature: (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
February 13, 2017 Filed Feb 13, 2017 21:53 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 3,160 $89.87 $283,992.04
Disclosure

SEC source: 0000899243-17-003893 · doc4.xml · nonDerivative · entry 15

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund · CIK 0001637850 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 58,811

F5 · ownership.nature: 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.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown,

F8 · ownership.nature: (Continued from footnote 7) FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,

F9 · ownership.nature: (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
February 13, 2017 Filed Feb 13, 2017 21:53 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 6,516 $89.87 $585,598.78
Disclosure

SEC source: 0000899243-17-003893 · doc4.xml · nonDerivative · entry 14

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund · CIK 0001637850 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 95,103

F4 · ownership.nature: 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.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown,

F8 · ownership.nature: (Continued from footnote 7) FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,

F9 · ownership.nature: (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
February 13, 2017 Filed Feb 13, 2017 21:53 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 260 $89.87 $23,366.43
Disclosure

SEC source: 0000899243-17-003893 · doc4.xml · nonDerivative · entry 13

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund · CIK 0001637850 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 16,404

F3 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). FPA serves as manager of and investment adviser to FPA Value Partners.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown,

F8 · ownership.nature: (Continued from footnote 7) FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,

F9 · ownership.nature: (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
February 13, 2017 Filed Feb 13, 2017 21:53 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 10,740 $89.87 $965,213.47
Disclosure

SEC source: 0000899243-17-003893 · doc4.xml · nonDerivative · entry 12

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund · CIK 0001637850 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 157,620

F2 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown,

F8 · ownership.nature: (Continued from footnote 7) FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,

F9 · ownership.nature: (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
February 13, 2017 Filed Feb 13, 2017 21:53 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 700 $89.87 $62,909.63
Disclosure

SEC source: 0000899243-17-003893 · doc4.xml · nonDerivative · entry 11

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund · CIK 0001637850 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 10,365

F1 · ownership.nature: Shares of common stock of Esterline Technologies Corporation (the "Issuer") held directly by FPA Select Fund, a series of FPA Hawkeye Fund, LLC ("FPA Select"). First Pacific Advisors, LLC ("FPA") serves as manager of and investment adviser to FPA Select.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown,

F8 · ownership.nature: (Continued from footnote 7) FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,

F9 · ownership.nature: (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
February 10, 2017 Filed Feb 13, 2017 21:53 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 11,290 $88.74 $1,001,910.73
Disclosure

SEC source: 0000899243-17-003893 · doc4.xml · nonDerivative · entry 10

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund · CIK 0001637850 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 101,619

F4 · ownership.nature: 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.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown,

F8 · ownership.nature: (Continued from footnote 7) FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,

F9 · ownership.nature: (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
February 10, 2017 Filed Feb 13, 2017 21:53 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 1,850 $88.74 $164,174.92
Disclosure

SEC source: 0000899243-17-003893 · doc4.xml · nonDerivative · entry 9

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund · CIK 0001637850 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 16,664

F3 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). FPA serves as manager of and investment adviser to FPA Value Partners.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown,

F8 · ownership.nature: (Continued from footnote 7) FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,

F9 · ownership.nature: (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
February 10, 2017 Filed Feb 13, 2017 21:53 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 11,640 $88.74 $1,032,970.85
Disclosure

SEC source: 0000899243-17-003893 · doc4.xml · nonDerivative · entry 8

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund · CIK 0001637850 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 168,360

F2 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown,

F8 · ownership.nature: (Continued from footnote 7) FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,

F9 · ownership.nature: (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
February 10, 2017 Filed Feb 13, 2017 21:53 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 1,230 $88.74 $109,154.14
Disclosure

SEC source: 0000899243-17-003893 · doc4.xml · nonDerivative · entry 7

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund · CIK 0001637850 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 11,065

F1 · ownership.nature: Shares of common stock of Esterline Technologies Corporation (the "Issuer") held directly by FPA Select Fund, a series of FPA Hawkeye Fund, LLC ("FPA Select"). First Pacific Advisors, LLC ("FPA") serves as manager of and investment adviser to FPA Select.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown,

F8 · ownership.nature: (Continued from footnote 7) FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,

F9 · ownership.nature: (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

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February 10, 2017 Filed Feb 13, 2017 21:53 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 7,260 $88.74 $644,275.63
Disclosure

SEC source: 0000899243-17-003893 · doc4.xml · nonDerivative · entry 6

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund · CIK 0001637850 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 98,455

F6 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye-7", and together with FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Value Partners, and FPA Hawkeye, the "Private Investment Funds"). FPA serves as manager of and investment adviser to FPA Hawkeye-7.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown,

F8 · ownership.nature: (Continued from footnote 7) FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,

F9 · ownership.nature: (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

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February 10, 2017 Filed Feb 13, 2017 21:53 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 13,190 $88.74 $1,170,522.81
Disclosure

SEC source: 0000899243-17-003893 · doc4.xml · nonDerivative · entry 5

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund · CIK 0001637850 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 61,971

F5 · ownership.nature: 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.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown,

F8 · ownership.nature: (Continued from footnote 7) FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,

F9 · ownership.nature: (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

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February 09, 2017 Filed Feb 13, 2017 21:53 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 12,550 $88.67 $1,112,798.46
Disclosure

SEC source: 0000899243-17-003893 · doc4.xml · nonDerivative · entry 4

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund · CIK 0001637850 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 112,909

F4 · ownership.nature: 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.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown,

F8 · ownership.nature: (Continued from footnote 7) FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,

F9 · ownership.nature: (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

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February 09, 2017 Filed Feb 13, 2017 21:53 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 2,060 $88.67 $182,658.55
Disclosure

SEC source: 0000899243-17-003893 · doc4.xml · nonDerivative · entry 3

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund · CIK 0001637850 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 18,514

F3 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC ("FPA Value Partners"). FPA serves as manager of and investment adviser to FPA Value Partners.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown,

F8 · ownership.nature: (Continued from footnote 7) FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,

F9 · ownership.nature: (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

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February 09, 2017 Filed Feb 13, 2017 21:53 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 24,820 $88.67 $2,200,769.54
Disclosure

SEC source: 0000899243-17-003893 · doc4.xml · nonDerivative · entry 2

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund · CIK 0001637850 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 180,000

F2 · ownership.nature: Shares of common stock of the Issuer held directly by FPA Select Drawdown Fund, L.P. ("FPA Select Drawdown"). FPA serves as the general partner of and investment adviser to FPA Select Drawdown.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown,

F8 · ownership.nature: (Continued from footnote 7) FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,

F9 · ownership.nature: (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

Read SEC document
February 09, 2017 Filed Feb 13, 2017 21:53 UTC ESTERLINE TECHNOLOGIES CORP ESL · Entity 159066 SaleCommon Stock 1,370 $88.67 $121,476.80
Disclosure

SEC source: 0000899243-17-003893 · doc4.xml · nonDerivative · entry 1

First Pacific Advisors, LLC · CIK 0001377581 · 10% owner

FPA SELECT DRAWDOWN FUND, L.P. · CIK 0001677170 · 10% owner

FPA Select Fund · CIK 0001637850 · 10% owner

FPA Value Partners Fund · CIK 0001573341 · 10% owner

FPA Global Opportunity Fund · CIK 0001573502 · 10% owner

FPA HAWKEYE FUND · CIK 0001161993 · 10% owner

FPA Hawkeye-7 Fund · CIK 0001462898 · 10% owner

ATWOOD J RICHARD · CIK 0001192887 · 10% owner

ROMICK STEVEN T · CIK 0001186259 · 10% owner

Selmo Brian A. · CIK 0001450268 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 12,295

F1 · ownership.nature: Shares of common stock of Esterline Technologies Corporation (the "Issuer") held directly by FPA Select Fund, a series of FPA Hawkeye Fund, LLC ("FPA Select"). First Pacific Advisors, LLC ("FPA") serves as manager of and investment adviser to FPA Select.

F7 · ownership.nature: 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. J. Richard 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 Managing Partner of FPA. Mr. Steven T. 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 Managing Partner of FPA. Mr. Brian A. Selmo may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Select Drawdown,

F8 · ownership.nature: (Continued from footnote 7) FPA Select, and FPA Value Partners, as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. Mr. Mark Landecker may be deemed to share voting and/or investment power over the securities of the Issuer held by FPA Global Opportunity, FPA Select Drawdown and FPA Select as Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Partner of FPA. FPA and Messrs. Atwood, Romick, Selmo and Landecker 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. In addition, Messrs. Romick, Selmo and Landecker may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Global Opportunity,

F9 · ownership.nature: (Continued from footnote 8) FPA Select and FPA Hawkeye due to their respective ownership interests in such Private Investment Funds, Messrs. Romick and Selmo may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Value Partners due to their respective ownership interests in such Private Investment Fund, and Mr. Romick may be deemed to have an indirect pecuniary interest in a portion of the securities held directly by FPA Hawkeye-7 due to his ownership interest in such Private Investment Fund. 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.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.