Axalta Coating Systems Ltd. — Director's Dealing 2017

May 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Axalta Coating Systems Ltd. (AXTA)
CIK: 0001616862
Period of Report: 2017-05-12

Reporting Person: Lannon Sean M. (VP Corp Fin & Controller, PAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-12	Common Shares	M	1282	—	Acquired	4088	Direct
2017-05-12	Common Shares	M	11538	—	Acquired	15626	Direct
2017-05-15	Common Shares	S	4340	$31.35	Disposed	11286	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-12	Restricted Stock Unit	$	M	1282	Disposed		Common Shares (1282)	Direct
2017-05-12	Restricted Stock Unit	$	M	11538	Disposed		Common Shares (11538)	Direct

Footnotes

F1: Restricted stock units convert into common shares on a one-for-one basis.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan duly adopted by the reporting person in order to satisfy withholding taxes upon vesting of restricted stock units granted on May 12, 2015.

F3: The price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $31.35 to $31.37. 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: On May 12, 2015, the reporting person was granted 3,846 restricted stock units, vesting in three equal annual installments on the first, second and third anniversaries of the grant date.

F5: On May 12, 2015, the reporting person was granted 23,076 restricted stock units, vesting in two equal annual installments beginning on the second anniversary of the grant date.