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: Markevich Steven R. (EVP & Pres., Trans. Coatings)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-05	Common Shares	S	1765	$30.65	Disposed	199628	Direct
2018-02-05	Common Shares	A	28513	$0.00	Acquired	228141	Direct
2018-02-05	Common Shares	A	14256	$0.00	Acquired	242397	Direct
2018-02-07	Common Shares	S	1360	$30.48	Disposed	241037	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-05	Employee Stock Option	$29.81	A	54205	Acquired	2028-02-04	Common Shares (54205)	Direct

Footnotes

F1: 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.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $30.64 to $30.65. 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 number of performance shares issued under this award on the third anniversary of the grant date may range from zero to 200% of the number of shares set forth above based upon the Company's relative total shareholder return during the three-year performance cycle ending December 31, 2020.

F4: This restricted stock unit grant vests in three equal annual installments beginning on the first anniversary of the grant date.

F5: This option vests in three equal annual installments beginning on the first anniversary of the grant date.