Axalta Coating Systems Ltd. — Director's Dealing 2018

Feb 8, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Axalta Coating Systems Ltd. (AXTA)
CIK: 0001616862
Period of Report: 2018-02-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-06	Common Shares	M	848	—	Acquired	14011	Direct
2018-02-07	Common Shares	S	276	$30.29	Disposed	13735	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-05	Performance Share Units	$	A	5199	Acquired		Common Shares (5199)	Direct
2018-02-05	Restricted Stock Units	$	A	2599	Acquired		Common Shares (2599)	Direct
2018-02-05	Employee Stock Option	$29.81	A	9884	Acquired	2028-02-04	Common Shares (9884)	Direct
2018-02-06	Restricted Stock Units	$	M	839	Acquired		Common Shares (839)	Direct

Footnotes

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

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading instruction to satisfy the reporting person's tax withholding obligation upon vesting of a portion of a restricted stock award.

F3: Each performance share unit represents a contingent right to receive one common share of Axalta Coating Systems Ltd.

F4: The number of shares issued under this award on the third anniversary of the grant date may range from zero to 200% of the number of performance share units set forth above based upon the Company's relative total shareholder return during the three-year performance cycle ending December 31, 2020.

F5: Each restricted stock unit represents a contingent right to receive one common share of Axalta Coating Systems Ltd.

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

F7: This option vests in three equal annual installments beginning on the first anniversary of the grant date.