FORM 4
[ X ] 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 *

STURGELL ROBERT A 		2. Issuer Name and Ticker or Trading Symbol

ROCKWELL COLLINS INC [ COL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr. VP, Washington Operations
(Last)          (First)          (Middle)

1300 WILSON BLVD., SUITE 200 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/26/2018
(Street)

ARLINGTON, VA 22209
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Common Stock   11/26/2018     D    9785.346   (1) D   (1) 0   D  
 
Common Stock   11/26/2018     D    4287.1614   (2) D   (2) 0   I   By Savings Plan  

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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $86.75   11/26/2018     M         3800      (3) 11/8/2025   Common Stock   3800   $0   0   D  
 
Stock Option (Right to Buy)   $88.71   11/26/2018     M         5900      (3) 11/14/2026   Common Stock   5900   $0   0   D  
 
Phantom Stock     (5) 11/26/2018     M         1714.0439      (4)   (4) Common Stock   1714.0439     (5) 0   I   By Non-Qualified Savings Plan  

Explanation of Responses:
(1)  Includes (a) 7,407.3460 shares of Issuer common stock disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated September 4, 2017, by and among the Issuer, United Technologies Corporation ("UTC") and the Riveter Merger Sub Corp., for the per share merger consideration of $93.33 in cash and .37525 shares of UTC common stock and cash for partial shares (the "Merger Consideration"), (b) 1,128 shares disposed of for Merger Consideration upon immediate vesting of FY'17-19 performance shares at target pursuant to the Merger Agreement and (c) 500 restricted stock units and 750 FY'18-20 performance shares granted in November 2017 exchanged for a number of UTC restricted stock units based upon the Equity Award Exchange Ratio (as set forth in the Merger Agreement).
(2)  Disposed of for Merger Consideration to be received by the reporting person's account under the Savings Plan.
(3)  These options, which provided for vesting in three equal annual installments commencing on the date of grant (which was ten years prior to the expiration date), were disposed of for the right to receive the Merger Consideration for each Net Option Share (as set forth in the Merger Agreement) subject to the option.
(4)  Represents phantom shares of the common stock held in the Issuer's 2005 non-qualified savings plan exchanged for a cash payment based upon the value of the Merger Consideration (as set forth in the Merger Agreement).
(5)  The price varies based on the date the phantom stock was credited.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
STURGELL ROBERT A
1300 WILSON BLVD.
SUITE 200
ARLINGTON, VA 22209

Sr. VP, Washington Operations

Signatures
Joshua A. Mullin, Attorney-in-Fact 11/28/2018
** 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.
Rockwell Collins (NYSE:COL)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Rockwell Collins Charts.
Rockwell Collins (NYSE:COL)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Rockwell Collins Charts.