Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* First Pacific Advisors, LLC	2. Issuer Name and Ticker or Trading Symbol ESTERLINE TECHNOLOGIES CORP [ ESL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 11601 WILSHIRE BLVD., SUITE 1200	3. Date of Earliest Transaction (MM/DD/YYYY) 6/8/2017
(Street) LOS ANGELES, CA 90025 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call Option (obligation to sell)	$95.00	6/8/2017		S			34 ⁽¹⁾	6/8/2017	8/18/2017	Common Stock	3400	$800.00 ⁽¹⁾	34	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Call Option (obligation to sell)	$95.00	6/8/2017		S			21 ⁽²⁾	6/8/2017	8/18/2017	Common Stock	2100	$800.00 ⁽²⁾	21	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Explanation of Responses:
(1)	On June 8, 2017, FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye-7") sold options to purchase an aggregate of 3,400 shares of common stock of Esterline Technologies Corporation (the "Issuer") with a strike price of $95 per share. FPA Hawkeye-7 received a premium of $8.00 for each option to purchase one share of common stock.
(2)	On June 8, 2017, FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC ("FPA Hawkeye", and together with FPA Hawkeye-7, the "Private Investment Funds") sold options to purchase an aggregate of 2,100 shares of common stock of the Issuer with a strike price of $95 per share. FPA Hawkeye received a premium of $8.00 for each option to purchase one share of common stock.
(3)	First Pacific Advisors, LLC ("FPA") serves as manager of and investment adviser to the Private Investment Funds. FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by each of the Private Investment Funds as the manager of and investment adviser to 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 Portfolio Manager of such funds, and over the securities of the Issuer held by the Private Investment Funds as a Managing Partner of FPA.
(4)	(Continued from footnote 3) Mr. Brian A. Selmo may be deemed to share voting and/or investment power 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 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 Hawkeye due to their respective ownership interests in such Private Investment Fund.
(5)	(Continued from footnote 4) 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.

Remarks:
First Pacific Advisors, LLC ("FPA") may be deemed to exercise voting and/or investment power over securities of Esterline Technologies Corporation (the "Issuer") that are held directly by certain unaffiliated separately managed accounts (the "Managed Accounts") as FPA serves as investment adviser to such Managed Accounts. FPA only receives an asset-based management fee for serving as investment adviser to such Managed Accounts and therefore does not have any pecuniary interest in the securities of the Issuer held directly by such Managed Accounts. In addition, Messrs. J. Richard Atwood, Steven T. Romick, Brian A. Selmo and Mark Landecker do not have a pecuniary interest in the securities held by the Managed Accounts.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
First Pacific Advisors, LLC 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES, CA 90025		X
FPA Hawkeye-7 Fund 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES, CA 90025		X
FPA HAWKEYE FUND 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES, CA 90025		X
ATWOOD J RICHARD 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES, CA 90025		X
ROMICK STEVEN T 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES, CA 90025		X
Selmo Brian A. 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES, CA 90025		X
Landecker Mark 11601 WILSHIRE BLVD. SUITE 1200 LOS ANGELES, CA 90025		X

Signatures
FIRST PACIFIC ADVISORS, LLC, Name: /s/ J. Richard Atwood, Title: Managing Partner		6/12/2017
^** Signature of Reporting Person		Date
FPA HAWKEYE-7 FUND, a series of FPA HAWKEYE FUND, LLC, By: First Pacific Advisors, LLC, its investment adviser, Name: /s/ J. Richard Atwood, Title: Managing Partner		6/12/2017
^** Signature of Reporting Person		Date
FPA HAWKEYE FUND, a series of FPA HAWKEYE FUND, LLC, By: First Pacific Advisors, LLC, its investment adviser, Name: /s/ J. Richard Atwood, Title: Managing Partner		6/12/2017
^** Signature of Reporting Person		Date
J. RICHARD ATWOOD, Name: /s/ J. Richard Atwood		6/12/2017
^** Signature of Reporting Person		Date
STEVEN T. ROMICK, Name: /s/ Steven T. Romick		6/12/2017
^** Signature of Reporting Person		Date
BRIAN A. SELMO, Name: /s/ Brian A. Selmo		6/12/2017
^** Signature of Reporting Person		Date
MARK LANDECKER, Name: /s/ Mark Landecker		6/12/2017
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.