UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13G
(Rule 13d-102)
 
Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b)
(Amendment No.  )*
 
 
Esterline Technologies Corporation
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
 
297425100
(CUSIP Number)
 
 
December 16, 2014
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
       
o   Rule 13d-1(b)  
       
x   Rule 13d-1(c)  
       
o   Rule 13d-1(d)  
       
       
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
CUSIP NO. 297425100 13G    
 
 
1 NAMES OF REPORTING PERSONS  
       
    MSD Capital, L.P.  
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
      (b) x
       
3 SEC USE ONLY
   
4  CITIZENSHIP OR PLACE OF ORGANIZATION  
     
    Delaware  
     
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 
 5 SOLE VOTING POWER  
     
    -0-  
     
6 SHARED VOTING POWER  
     
    1,624,578  
     
7 SOLE DISPOSITIVE POWER  
     
    -0-  
     
8 SHARED DISPOSITIVE POWER  
     
    1,624,578  
           
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
    1,624,578  
     
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
     
       
11 PERCENT OF CLASS REPRESENTED IN ROW (9)  
     
    5.1%1  
     
12 TYPE OF REPORTING PERSON*  
     
    PN  
     
*SEE INSTRUCTIONS BEFORE FILLING OUT.
1 The percentage used above is calculated based on 31,750,610 shares of common stock outstanding as of December 17, 2014 as reported in the Company's Form 10-K filed with the U.S. Securities and Exchange Commission on December 22, 2014.
 
CUSIP NO. 297425100 13G    
 
 
1 NAMES OF REPORTING PERSONS  
       
    MSD Value Investments, L.P.  
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
      (b) x
       
3 SEC USE ONLY
   
4  CITIZENSHIP OR PLACE OF ORGANIZATION  
     
    Delaware  
     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 5 SOLE VOTING POWER  
     
    -0-  
     
6 SHARED VOTING POWER  
     
    1,624,578  
     
7 SOLE DISPOSITIVE POWER  
     
    -0-  
     
8 SHARED DISPOSITIVE POWER  
     
    1,624,578  
           
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
    1,624,578  
     
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
     
       
11 PERCENT OF CLASS REPRESENTED IN ROW (9)  
     
    5.1%1  
     
12 TYPE OF REPORTING PERSON*  
     
    PN  
     
*SEE INSTRUCTIONS BEFORE FILLING OUT.
 
 
CUSIP NO. 297425100 13G    
 
 
1 NAMES OF REPORTING PERSONS  
       
    Michael S. Dell  
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
      (b) x
       
3 SEC USE ONLY
   
4  CITIZENSHIP OR PLACE OF ORGANIZATION  
     
    United States  
     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 5 SOLE VOTING POWER  
     
    -0-  
     
6 SHARED VOTING POWER  
     
    1,624,578  
     
7 SOLE DISPOSITIVE POWER  
     
    -0-  
     
8 SHARED DISPOSITIVE POWER  
     
    1,624,578  
           
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
    1,624,578  
     
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
     
       
11 PERCENT OF CLASS REPRESENTED IN ROW (9)  
     
    5.1%1  
     
12 TYPE OF REPORTING PERSON*  
     
    IN  
     
*SEE INSTRUCTIONS BEFORE FILLING OUT.
 
 
 
Item 1(a)
Name of Issuer:
   
  Esterline Technologies Corporation (the "Company").
   
Item 1(b)
Address of Issuer’s Principal Executive Offices:
   
  The Company's principal executive office is located at 500 108th Avenue North East, Bellevue, WA  98004.
   
Item 2(a)
Name of Person Filing:
   
 
This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), MSD Value Investments, L.P. ("MSD Value") and Michael S. Dell (collectively, the "Reporting Persons").  MSD Value is the direct owner of the securities covered by this statement.  MSD Capital is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Value.  MSD Capital Management LLC, a Delaware limited liability company ("MSD Capital Management"), is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Capital.  Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSD Capital Management. Michael S. Dell is the controlling member of, and may be deemed to beneficially own securities beneficially owned by, MSD Capital Management.
   
 
The Reporting Persons have entered into a Joint Filing Agreement, dated December 29, 2014, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
   
 
Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
   
Item 2(b)
Address of Principal Business Office or, if none, Residence:
   
 
The address of the principal business office of each of MSD Capital and MSD Value is 645 Fifth Avenue, 21st Floor, New York, New York 10022.

The address of the principal business office of Mr. Dell is c/o Dell, Inc., One Dell Way, Round Rock, Texas 78682.
   
Item 2(c)
 Citizenship:
   
 
Each of MSD Capital, L.P. and MSD Value is organized as a limited partnership under the laws of the State of Delaware.
 
Michael S. Dell is a citizen of the United States.
   
Item 2(d)
 Title of Class of Securities:
   
  Common Stock
   
Item 2(e)
 CUSIP No.:
   
  297425100
   
Item 3
 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether theperson filing is a:
   
  Not applicable.
 
  
Item 4
 Ownership:
       
  A.   MSD Capital, L.P.
 
      (a) Amount beneficially owned: 1,624,578
 
      (b) Percent of class: 5.1%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 1,624,578
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 1,624,578
 
       
  B.   MSD Value Investments, L.P.
 
      (a) Amount beneficially owned: 1,624,578
 
      (b) Percent of class: 5.1%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 1,624,578
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 1,624,578
 
       
  C.   Michael S. Dell
 
      (a) Amount beneficially owned: 1,624,578
 
      (b) Percent of class: 5.1%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 1,624,578
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 1,624,578
 
       
  D.   MSD Capital Management, LLC
 
      (a) Amount beneficially owned: 1,624,578
 
      (b) Percent of class: 5.1%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 1,624,578
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 1,624,578
 
       
  E.   Glenn R. Fuhrman
 
      (a) Amount beneficially owned: 1,624,578
 
      (b) Percent of class: 5.1%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 1,624,578
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 1,624,578
 
       
  F.   John C. Phelan
 
      (a) Amount beneficially owned: 1,624,578
 
      (b) Percent of class: 5.1%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 1,624,578
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 1,624,578
 
       
  G.   Marc R. Lisker
 
      (a) Amount beneficially owned: 1,624,578
 
      (b) Percent of class: 5.1%
 
      (c) Number of shares as to which such person has:
 
  (i) Sole power to vote or direct the vote: -0-
   
  (ii) Shared power to vote or direct the vote: 1,624,578
   
  (iii) Sole power to dispose or direct the disposition: -0-
   
  (iv) Shared power to dispose or direct the disposition: 1,624,578
 
 
Item 5
Ownership of Five Percent or Less of a Class:
   
  If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [].
   
Item 6
Ownership of More Than Five Percent on Behalf of Another Person:
   
 
Not Applicable.
   
Item 7
 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
   
 
Not Applicable.
   
Item 8
Identification and Classification of Members of the Group:
   
 
Not Applicable.
   
Item 9
Notice of Dissolution of Group:
   
 
Not Applicable.
   
Item 10
Certification:
 
 
 
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.
   
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: December 29, 2014
  MSD Capital, L.P.  
       
  By: MSD Capital Management LLC  
  Its: General Partner  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Manager  
       
  MSD Value Investments, L.P.  
       
  By: MSD Capital, L.P.  
  Its: General Partner  
       
  By: MSD Capital Management LLC  
  Its: General Partner  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Manager  
       
  Michael S. Dell  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Attorney-in-Fact  
       
 
 
EXHIBIT INDEX
 
 
     
 
Exhibit
 
Description of Exhibit
 
99.1
 Joint Filing Agreement dated December 29, 2014.
 
 
 
 
 
 
 
Exhibit 99.1
 
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
 
The undersigned hereby agree as follows:
 
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
 
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
 
Date: December 29, 2014
 
  MSD Capital, L.P.  
       
  By: MSD Capital Management LLC  
  Its: General Partner  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Manager  
       
  MSD Value Investments, L.P.  
       
  By: MSD Capital, L.P.  
  Its: General Partner  
       
  By: MSD Capital Management LLC  
  Its: General Partner  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Manager  
       
  Michael S. Dell  
       
  By: /s/ Marc R. Lisker  
  Name: Marc R. Lisker  
  Title: Attorney-in-Fact