- Statement of Changes in Beneficial Ownership (4)
August 24 2012 - 6:20PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Weinstein Hal
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2. Issuer Name
and
Ticker or Trading Symbol
Wesco Aircraft Holdings, Inc
[
WAIR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Exec. VP Sales and Marketing
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(Last)
(First)
(Middle)
C/O WESCO AIRCRAFT HOLDINGS, INC., 27727 AVENUE SCOTT
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/22/2012
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(Street)
VALENCIA, CA 91355
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/22/2012
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M
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20000
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A
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$4.13
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150225
(1)
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D
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Common Stock
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8/22/2012
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S
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20000
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D
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$15.00
(2)
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130225
(1)
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D
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Common Stock
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8/23/2012
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M
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20000
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A
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$4.13
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150225
(1)
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D
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Common Stock
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8/23/2012
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S
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20000
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D
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$14.80
(3)
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130225
(1)
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D
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Common Stock
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8/24/2012
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M
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20000
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A
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$4.13
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150225
(1)
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D
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Common Stock
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8/24/2012
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S
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20000
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D
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$14.75
(4)
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130225
(1)
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D
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Common Stock
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1320085
(5)
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I
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By the Weinstein Living Trust dated September 31, 2006
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options
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$4.13
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8/21/2012
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M
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20000
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(6)
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5/17/2017
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Common Stock
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20000
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$0
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630775
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D
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Stock Options
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$4.13
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8/22/2012
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M
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20000
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(6)
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5/17/2017
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Common Stock
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20000
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$0
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610775
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D
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Stock Options
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$4.13
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8/23/2012
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M
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20000
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(6)
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5/17/2017
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Common Stock
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20000
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$0
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590775
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D
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Explanation of Responses:
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(
1)
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Includes 9,000 shares of the Company's restricted Common Stock awarded pursuant to the Wesco Aircraft Holdings, Inc. 2011 Equity Incentive Award Plan. 4,500 of these shares will vest in three equal installments on September 30, 2012, 2013 and 2014. The vesting of the remaining 4,500 shares is subject to the Company's achievement of certain financial performance objectives during the year ended September 30, 2012. If these performance objectives are not achieved, these 4,500 shares will be forfeited. If these performance objectives are achieved, the 4,500 shares will also vest in three equal installments on September 30, 2012, 2013 and 2014.
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(
2)
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The price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $14.95 to $15.06. The reporting person undertakes to provide the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote 2.
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(
3)
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The price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $14.73 to $14.85. The reporting person undertakes to provide the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote 3.
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(
4)
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The price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $14.63 to $14.88. The reporting person undertakes to provide the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote 4.
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(
5)
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Represents 1,320,085 fully vested restricted stock units. The shares of the Company's Common Stock underlying the restricted stock units will not be distributed to the reporting person until September 28, 2012, or, if earlier, upon a change of control of the Company.
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(
6)
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The options became fully exercisable on October 13, 2011.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Weinstein Hal
C/O WESCO AIRCRAFT HOLDINGS, INC.
27727 AVENUE SCOTT
VALENCIA, CA 91355
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Exec. VP Sales and Marketing
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Signatures
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/s/ Gregory A. Hann, as Attorney-in-Fact
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8/24/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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 control number.
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