| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Wesco Aircraft Holdings, Inc [ WAIR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/13/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99
Joint Filer Information
Signatures:
Dated: August 15, 2013
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TC GROUP IV, L.P. | |
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By: |
TC Group IV, L.L.C., its general partner |
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By: |
TC Group Cayman Investment Holdings Sub L.P., it managing member |
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By: |
TC Group Cayman Investment Holdings, L.P., its general partner |
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By: |
Carlyle Holdings II L.P., its general partner |
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By: |
/s/ R. Rainey Hoffman, attorney-in-fact |
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CARLYLE GROUP MANAGEMENT L.L.C. | |
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By: |
/s/ R. Rainey Hoffman, attorney-in-fact |
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THE CARLYLE GROUP L.P. | |
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By: |
Carlyle Group Management L.L.C., its general partner |
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By: |
/s/ R. Rainey Hoffman, attorney-in-fact |
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CARLYLE HOLDINGS II GP L.L.C. | |
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By: |
The Carlyle Group L.P., its managing member |
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By: |
Carlyle Group Management L.L.C., its general partner |
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By: |
/s/ R. Rainey Hoffman, attorney-in-fact |
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CARLYLE HOLDINGS II L.P. | |
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By: |
/s/ R. Rainey Hoffman, attorney-in-fact |
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TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. | |
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By: |
Carlyle Holdings II L.P., its general partner |
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By: |
/s/ R. Rainey Hoffman, attorney-in-fact |
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TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P. | |
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By: |
TC Group Cayman Investment Holdings, L.P., its general partner |
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By: |
Carlyle Holdings II L.P., its general partner |
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By: |
/s/ R. Rainey Hoffman, attorney-in-fact |
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TC GROUP IV, L.L.C. | |
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By: |
TC Group Cayman Investment Holdings Sub L.P., it managing member |
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By: |
TC Group Cayman Investment Holdings, L.P., its general partner |
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By: |
Carlyle Holdings II L.P., its general partner |
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By: |
/s/ R. Rainey Hoffman, attorney-in-fact |
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CARLYLE PARTNERS IV, L.P. | |
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By: |
TC Group IV, L.P., its general partner |
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By: |
TC Group IV, L.L.C., its general partner |
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By: |
TC Group Cayman Investment Holdings Sub L.P., it managing member |
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By: |
TC Group Cayman Investment Holdings, L.P., its general partner |
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By: |
Carlyle Holdings II L.P., its general partner |
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By: |
/s/ R. Rainey Hoffman, attorney-in-fact |
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FALCON AEROSPACE HOLDINGS, LLC | |
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By: |
Carlyle Partners IV, L.P., its managing member |
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By: |
TC Group IV, L.P., its general partner |
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By: |
TC Group IV, L.L.C., its general partner |
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By: |
TC Group Cayman Investment Holdings Sub L.P., it managing member |
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By: |
TC Group Cayman Investment Holdings, L.P., its general partner |
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By: |
Carlyle Holdings II L.P., its general partner |
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By: |
/s/ R. Rainey Hoffman, attorney-in-fact |