Esterline Technologies Corp (ESL): First Pacific Advisors Enters Into Agreement As Discussions Continue

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

ESTERLINE
TECHNOLOGIES CORPORATION

(Name of Issuer)

Common Stock, par value $0.20 per share

(Title and Class of Securities)

297425100

(CUSIP Number)

J. Richard Atwood

First Pacific Advisors, LLC

11601 Wilshire Blvd.

Suite 1200

Los Angeles,
CA 90025

(310) 473-0225

with a copy to:

Douglas A. Rappaport, Esq.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New
York, NY 10036

(212) 872-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 16, 2016

(Date
of Event Which Requires Filing of Statement)

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  x

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.

The information required on 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 (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)

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Schedule 13D

Amendment No 1 to Schedule 13D

The following constitutes Amendment No. 1 (Amendment No. 1) to the Schedule 13D filed with the Securities and Exchange Commission (the
SEC) by First Pacific Advisors, LLC (FPA), FPA Crescent Fund, a series of FPA Funds Trust (FPA Crescent Fund), FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC (FPA Global
Opportunity), FPA Select Drawdown Fund, L.P. (FPA Select Drawdown), FPA Select Fund, a series of FPA Hawkeye Fund, LLC (FPA Select), FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC (FPA Value
Partners), FPA Hawkeye Fund, a series of FPA Hawkeye Fund, LLC (FPA Hawkeye), FPA Hawkeye-7 Fund, a series of FPA Hawkeye Fund, LLC (FPA Hawkeye-7), J. Richard Atwood, Steven T. Romick, Brian A. Selmo, and Mark
Landecker (collectively, the Reporting Persons) on June 27, 2016. This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in
response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 3 of Schedule 13D is hereby amended and restated
in its entirety as follows:

The aggregate purchase price (inclusive of commissions) of the securities of Esterline Technologies Corporation (the
Issuer) reported herein was $303,828,671.94. The securities of the Issuer reported herein were purchased with the working capital of investment advisory clients of FPA, including the working capital of FPA Crescent Fund, FPA Global
Opportunity, FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Hawkeye, FPA Hawkeye-7, and the Managed Accounts.

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as
follows:

On September 16, 2016, the Reporting Persons, FPA Funds Trust and FPA Hawkeye Fund, LLC (collectively, the FPA Parties) entered into
an agreement (the Agreement) with the Issuer pursuant to which during discussions between the FPA Parties and the Issuer regarding certain matters relating to the level of the Reporting Persons ownership of shares of the
Issuers Common Stock and certain corporate governance matters (the Discussions), the FPA Parties agreed not to purchase or acquire, directly or indirectly, any additional shares of Common Stock of the Issuer until the earlier of
(i) September 28, 2016 or (ii) 72 hours after the FPA Parties provide notice that the Discussions have terminated.

The foregoing description of the
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 99.1 to this Amendment No. 1, and is incorporated herein by reference.

Going forward, the Reporting Persons may have conversations with members of the Issuers management team and members of the Issuers Board of
Directors (the Board) regarding multiple topics, including, but not limited to, corporate governance and the composition of the Board, general business operations and strategic alternatives to promote long-term value for the benefit of
all shareholders. The Reporting Persons may engage in communications with one or more officers, members of the Board, representatives, shareholders of the Issuer and other relevant parties regarding the Issuers business and certain
initiatives, which could include one or more of the items in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or
formulate plans or proposals with respect thereto.

The Reporting Persons continuously assess the Issuers business, financial condition, results of operations
and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments and in compliance with any applicable agreements, the Reporting Persons may acquire additional securities of the
Issuer or new securities of the Issuer, engage in any hedging or similar transactions with respect to the Issuers securities, or may determine to sell or otherwise dispose of all or some of the Issuers securities in the open market, as
applicable, in privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial
condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment
decision.

Item 5 of this Schedule 13D is hereby amended and restated in its
entirety as follows:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.
Such information is based on 29,396,333 shares of Common Stock of the Issuer outstanding as of August 5, 2016, as reported in the Issuers Form 10-Q filed with the SEC on August 9, 2016.

Set forth below is the aggregate number of shares of Common Stock directly held, as of the date hereof, by each of the following FPA investment advisory
clients.

As the investment adviser of FPA Crescent Fund, the Managed Accounts and the Private Investment Funds (collectively, the
FPA Clients), FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by the FPA Clients and therefore may be deemed to beneficially own such securities.

(c) Except as disclosed in Exhibit 99.2, there have been no transactions in securities of the Issuer during the 60 days prior to the date hereof by any of the
Reporting Persons. Exhibit 99.2 is incorporated herein by reference.

(d) The disclosure regarding the relationship between the Reporting Persons in Item
2(c) of this Schedule 13D is incorporated by reference herein. The limited partners of (or investors in) each of the FPA Clients for which FPA acts as general partner, managing member and/or investment adviser have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective
funds.

(e) Not applicable.

Item
6 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

The disclosure regarding the Agreement contained in Item 4 is
incorporated herein by reference.

The Agreement is filed as Exhibit 99.1 to this Amendment No. 1 and is incorporated herein by reference.

On August 16, 2016, FPA Hawkeye-7 Fund sold to an unaffiliated third party American-style call options referencing an aggregate of 11,700 shares of Common
Stock of the Issuer with a strike price of $70 per share that were immediately exercisable and expire on November 18, 2016. FPA Hawkeye-7 received a premium of $6.4209 for each option to purchase one share of Common Stock. In addition, on
August 16, 2016, FPA Hawkeye Fund sold to an unaffiliated third party American-style call options referencing an aggregate of 8,400 shares of Common Stock of the Issuer with a strike price of $70 per share. FPA Hawkeye received a premium of $6.4209
for each option to purchase one share of Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.

Dated as of September 19, 2016