Edgar Filing: ROCKWELL COLLINS INC

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

JONES CLAYTON M

2. Issuer Name and Ticker or Trading Symbol
ROCKWELL COLLINS INC [COL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

M/S 124-323, 400 COLLINS ROAD NE

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2014

(Street)

CEDAR RAPIDS, IA 52498-0001

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
Common Stock	02/14/2014		M		45,696	A	$ 36.55	215,653	D
Common Stock	02/14/2014		S⁽¹⁾		691	D	$ 78	214,962	D
Common Stock	02/14/2014		S⁽¹⁾		237	D	$ 78.01	214,725	D
Common Stock	02/14/2014		S⁽¹⁾		200	D	$ 78.04	214,525	D
Common Stock	02/14/2014		S⁽¹⁾		800	D	$ 78.05	213,725	D
Common Stock	02/14/2014		S⁽¹⁾		100	D	$ 78.075	213,625	D
Common Stock	02/14/2014		S⁽¹⁾		1,200	D	$ 78.08	212,425	D
Common Stock	02/14/2014		S⁽¹⁾		100	D	$ 78.0804	212,325	D
Common Stock	02/14/2014		S⁽¹⁾		300	D	$ 78.085	212,025	D
Common Stock	02/14/2014		S⁽¹⁾		200	D	$ 78.095	211,825	D
Common Stock	02/14/2014		S⁽¹⁾		500	D	$ 78.11	211,325	D
Common Stock	02/14/2014		S⁽¹⁾		500	D	$ 78.14	210,825	D
Common Stock	02/14/2014		S⁽¹⁾		100	D	$ 78.147	210,725	D
Common Stock	02/14/2014		S⁽¹⁾		338	D	$ 78.17	210,387	D
Common Stock	02/14/2014		S⁽¹⁾		300	D	$ 78.175	210,087	D
Common Stock	02/14/2014		S⁽¹⁾		2,000	D	$ 78.18	208,087	D
Common Stock	02/14/2014		S⁽¹⁾		14	D	$ 78.19	208,073	D
Common Stock	02/14/2014		S⁽¹⁾		100	D	$ 78.1994	207,973	D
Common Stock	02/14/2014		S⁽¹⁾		2,200	D	$ 78.2	205,773	D
Common Stock	02/14/2014		S⁽¹⁾		300	D	$ 78.21	205,473	D
Common Stock	02/14/2014		S⁽¹⁾		100	D	$ 78.225	205,373	D
Common Stock	02/14/2014		S⁽¹⁾		1,200	D	$ 78.24	204,173	D
Common Stock	02/14/2014		S⁽¹⁾		500	D	$ 78.25	203,673	D
Common Stock	02/14/2014		S⁽¹⁾		390	D	$ 78.26	203,283	D
Common Stock	02/14/2014		S⁽¹⁾		100	D	$ 78.2695	203,183	D
Common Stock	02/14/2014		S⁽¹⁾		400	D	$ 78.27	202,783	D
Common Stock	02/14/2014		S⁽¹⁾⁽²⁾		200	D	$ 78.29	202,583	D
Common Stock								4,732 ⁽²⁾	D
Common Stock								15,050.8489 ⁽³⁾	I	By Savings Plan
Common Stock								21,950 ⁽⁴⁾	I	By GRATs

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy) ⁽⁵⁾

$ 36.55

02/14/2014

45,696

⁽⁶⁾

11/02/2014

Common Stock

45,696

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JONES CLAYTON M M/S 124-323 400 COLLINS ROAD NE CEDAR RAPIDS, IA 52498-0001	X

Signatures

Vaughn M. Klopfenstein, Attorney-in-Fact		02/18/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 13, 2013.
(2)	Restricted stock units awarded as compensation for services as a Director. Shares of common stock underlying restricted stock units will be issued promptly after departure from the Board of Directors. Includes dividend equivalents issued quarterly on the restricted stock units.
(3)	Shares represented by Company stock fund units under the Company's tax-qualified savings plan based on information furnished by the Plan Administrator as of January 31, 2014.
(4)	Indirectly owned by reporting person who serves as trustee of grantor retained annuity trusts (GRATs). The GRATs hold shares originally contributed by the reporting person.
(5)	Employee stock options granted pursuant to the Company's stock based plans.
(6)	The options are currently exercisable.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.