Axalta Coating Systems Ltd. — Director's Dealing 2015

May 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Axalta Coating Systems Ltd. (AXTA)
CIK: 0001616862
Period of Report: 2015-05-11

Reporting Person: Bryant Robert W. (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-11	Common Shares	M	27908	$5.92	Acquired	112408	Direct
2015-05-11	Common Shares	M	35413	$8.88	Acquired	147821	Direct
2015-05-11	Common Shares	M	40472	$11.84	Acquired	188293	Direct
2015-05-11	Common Shares	S	113667	$31.99	Disposed	74626	Direct
2015-05-11	Common Shares	S	46460	$32.43	Disposed	28166	Direct
2015-05-12	Common Shares	M	47977	$5.92	Acquired	76143	Direct
2015-05-12	Common Shares	M	70826	$8.88	Acquired	146969	Direct
2015-05-12	Common Shares	M	80944	$11.84	Acquired	227913	Direct
2015-05-12	Common Shares	S	227913	$32.60	Disposed	0	Direct
2015-05-12	Common Shares	A	153846	$0.00	Acquired	153846	Direct
2015-05-12	Common Shares	A	19230	$0.00	Acquired	173076	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-11	Employee Stock Option	$5.92	M	27908	Disposed	2023-07-30	Common Shares (27908)	Direct
2015-05-11	Employee Stock Option	$8.88	M	35413	Disposed	2023-07-30	Common Shares (35413)	Direct
2015-05-11	Employee Stock Option	$11.84	M	40472	Disposed	2023-07-30	Common Shares (40472)	Direct
2015-05-12	Employee Stock Option	$5.92	M	47977	Disposed	2023-07-30	Common Shares (47977)	Direct
2015-05-12	Employee Stock Option	$8.88	M	70826	Disposed	2023-07-30	Common Shares (70826)	Direct
2015-05-12	Employee Stock Option	$11.84	M	80944	Disposed	2023-07-30	Common Shares (80944)	Direct
2015-05-12	Employee Stock Option	$32.50	A	74698	Acquired	2025-05-11	Common Shares (74698)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan duly adopted by the reporting person.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $31.20 to $ 32.19. The reporting person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: The price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $32.20 to $ 32.75. The reporting person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $32.13 to $ 33.07. The reporting person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: This restricted stock grant vests in two equal annual installments beginning on the second anniversary of the grant date.

F6: This restricted stock grant vests in three equal annual installments beginning on the first anniversary of the grant date.

F7: This option vested in five equal annual installments beginning on January 1, 2014. On April 8, 2015, this option vested in full in accordance with the terms of the Axalta Coating Systems Bermuda Co., Ltd. 2013 Equity Incentive Plan.

F8: This option vests in three equal annual installments beginning on the first anniversary of the grant date.