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 *
MATTAI NAN
   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, Engineering & Info Tech
(Last)
(First)
(Middle)
M/S 124-223, 400 COLLINS ROAD NE		 3. Date of Earliest Transaction (Month/Day/Year)
11/26/2018
(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)
Code V Amount (A) or (D) Price
Common Stock 11/26/2018   D   19,610 (1) D (1) 0 D  
Common Stock 11/26/2018   D   6,159.2659 (2) D (2) 0 I By Savings Plan
Common Stock 11/26/2018   D   710 (3) D (1) 0 I By IRA

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 83.69 11/26/2018   M     10,300   (4) 11/17/2024 Common Stock 10,300 $ 0 0 D  
Stock Option (Right to Buy) $ 86.75 11/26/2018   M     12,700   (4) 11/09/2025 Common Stock 12,700 $ 0 0 D  
Stock Option (Right to Buy) $ 88.71 11/26/2018   M     14,600   (4) 11/14/2026 Common Stock 14,600 $ 0 0 D  
Phantom Stock (6) 11/26/2018   M     7,907.4985   (5)   (5) Common Stock 7,907.4985 (6) 0 I By Non-Qualified Savings Plan.

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MATTAI NAN
M/S 124-223
400 COLLINS ROAD NE
CEDAR RAPIDS, IA 52498-0001		       Sr VP, Engineering & Info Tech  

Signatures

 Joshua A. Mullin, Attorney-in-Fact   11/28/2018
**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) Includes (a) 12,416 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) 2,819 shares disposed of for Merger Consideration upon immediate vesting of FY'17-19 performance shares at target pursuant to the Merger Agreement and (c) 1,750 restricted stock units and 2,625 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) Disposed of for Merger Consideration to be received by a self-directed IRA.
(4) 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.
(5) Represents phantom shares of the common stock held in the Issuer's 2005 non-qualified savings plan (1) by the reporting person exchanged for a number of deferred UTC stock units based upon the Equity Award Exchange Ratio (as set forth in the Merger Agreement) with respect to 7,907.4985 shares and (2) by the reporting person's spouse disposed of for a cash payment based upon the value of the Merger Consideration (as set forth in the Merger Agreement) with respect to 186.6380 shares.
(6) The price varies based on the date the phanton stock was credited.

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