SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TC Group IV, L.P.

(Last) (First) (Middle)
1001 PENNSYLVANIA AVENUE, N.W.
SUITE 200 SOUTH

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Wesco Aircraft Holdings, Inc [ WAIR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/13/2013 S 6,900,000 D $18.62 29,330,184 I See footnotes(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
TC Group IV, L.P.

(Last) (First) (Middle)
1001 PENNSYLVANIA AVENUE, N.W.
SUITE 200 SOUTH

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Group Management L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP L.P.
1001 PENNSYLVANIA AVENUE, NW

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Group L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVENUE, N.W.

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings II GP L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP L.P.
1001 PENNSYLVANIA AVENUE, NW

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings II L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP L.P.
1001 PENNSYLVANIA AVENUE, NW

(Street)
WASHINGTON DC 20004-2505

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group Cayman Investment Holdings, L.P.

(Last) (First) (Middle)
C/O WALKERS CORPORATE SERVICES LIMITED
190 ELGIN AVENUE

(Street)
GEORGE TOWN, GRAND CAYMAN E9 KY1-9001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group Cayman Investment Holdings Sub L.P.

(Last) (First) (Middle)
C/O WALKER CORPORATE SERVICES LIMITED
190 ELGIN AVENUE

(Street)
GEORGE TOWN, GRAND CAYMAN E9 KY1-9001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group IV, L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE, N.W., SUITE 220 S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Partners IV L P

(Last) (First) (Middle)
1001 PENNSYLVANIA AVE N W
SUITE 220

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Falcon Aerospace Holdings, LLC

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220S

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
Explanation of Responses:
1. Falcon Aerospace Holdings, LLC ("Falcon Aerospace") is the record holder of 29,330,184 shares of common stock. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the managing member of TC Group IV, L.L.C., which is the general partner of TC Group IV, L.P., which is the general partner of Carlyle Partners IV, L.P., which is the managing member of Falcon Aerospace.
Remarks:
Exhibit List: Exhibit 99 - Joint Filer Information
/s/ R. Rainey Hoffman, attorney-in-fact 08/15/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 99

 

Joint Filer Information

 

Signatures:

 

Dated: August 15, 2013

 

 

 

TC GROUP IV, L.P.

 

 

By:

TC Group IV, L.L.C., its general partner

 

 

By:

TC Group Cayman Investment Holdings Sub L.P., it managing member

 

 

By:

TC Group Cayman Investment Holdings, L.P., its general partner

 

 

By:

Carlyle Holdings II L.P., its general partner

 

 

 

 

 

By:

/s/ R. Rainey Hoffman, attorney-in-fact

 

 

 

 

 

 

CARLYLE GROUP MANAGEMENT L.L.C.

 

 

 

 

 

By:

/s/ R. Rainey Hoffman, attorney-in-fact

 

 

 

 

 

 

THE CARLYLE GROUP L.P.

 

 

By:

Carlyle Group Management L.L.C., its general partner

 

 

 

 

 

By:

/s/ R. Rainey Hoffman, attorney-in-fact

 

 

 

 

 

 

CARLYLE HOLDINGS II GP L.L.C.

 

 

By:

The Carlyle Group L.P., its managing member

 

 

By:

Carlyle Group Management L.L.C., its general partner

 

 

 

 

 

By:

/s/ R. Rainey Hoffman, attorney-in-fact

 

 

 

 

 

 

CARLYLE HOLDINGS II L.P.

 

 

 

 

 

By:

/s/ R. Rainey Hoffman, attorney-in-fact

 

 

 

 

 

 

TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P.

 

 

By:

Carlyle Holdings II L.P., its general partner

 

 

 

 

 

By:

/s/ R. Rainey Hoffman, attorney-in-fact

 

 

 

 

 

 

TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P.

 

 

By:

TC Group Cayman Investment Holdings, L.P., its general partner

 

 

By:

Carlyle Holdings II L.P., its general partner

 

 

 

 

 

 

By:

/s/ R. Rainey Hoffman, attorney-in-fact

 

 

 

 

 

 

TC GROUP IV, L.L.C.

 

 

By:

TC Group Cayman Investment Holdings Sub L.P., it managing member

 

 

By:

TC Group Cayman Investment Holdings, L.P., its general partner

 

 

By:

Carlyle Holdings II L.P., its general partner

 

 

 

 

 

 

By:

/s/ R. Rainey Hoffman, attorney-in-fact

 

 

 

 

 

 

CARLYLE PARTNERS IV, L.P.

 

 

By:

TC Group IV, L.P., its general partner

 

 

By:

TC Group IV, L.L.C., its general partner

 



 

 

 

By:

TC Group Cayman Investment Holdings Sub L.P., it managing member

 

 

By:

TC Group Cayman Investment Holdings, L.P., its general partner

 

 

By:

Carlyle Holdings II L.P., its general partner

 

 

 

 

 

 

By:

/s/ R. Rainey Hoffman, attorney-in-fact

 

 

 

 

 

 

FALCON AEROSPACE HOLDINGS, LLC

 

 

By:

Carlyle Partners IV, L.P., its managing member

 

 

By:

TC Group IV, L.P., its general partner

 

 

By:

TC Group IV, L.L.C., its general partner

 

 

By:

TC Group Cayman Investment Holdings Sub L.P., it managing member

 

 

By:

TC Group Cayman Investment Holdings, L.P., its general partner

 

 

By:

Carlyle Holdings II L.P., its general partner

 

 

 

 

 

 

By:

/s/ R. Rainey Hoffman, attorney-in-fact