Statement of Changes in Beneficial Ownership (4)
August 15 2013 - 5:01PM
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
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
TC Group IV, L.P.
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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
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1001 PENNSYLVANIA AVENUE, N.W., SUITE 200 SOUTH
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/13/2013
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(Street)
WASHINGTON, DC 20004
(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)
___ Form filed by One Reporting Person
_
X
_ 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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8/13/2013
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S
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6900000
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D
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$18.62
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29330184
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I
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See footnotes
(1)
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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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Explanation of Responses:
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(
1)
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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.
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Remarks:
Exhibit List: Exhibit 99 - Joint Filer Information
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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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TC Group IV, L.P.
1001 PENNSYLVANIA AVENUE, N.W.
SUITE 200 SOUTH
WASHINGTON, DC 20004
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X
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Carlyle Group Management L.L.C.
C/O THE CARLYLE GROUP L.P.
1001 PENNSYLVANIA AVENUE, NW
WASHINGTON, DC 20004-2505
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X
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Carlyle Group L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, DC 20004
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X
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Carlyle Holdings II GP L.L.C.
C/O THE CARLYLE GROUP L.P.
1001 PENNSYLVANIA AVENUE, NW
WASHINGTON, DC 20004-2505
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X
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Carlyle Holdings II L.P.
C/O THE CARLYLE GROUP L.P.
1001 PENNSYLVANIA AVENUE, NW
WASHINGTON, DC 20004-2505
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X
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TC Group Cayman Investment Holdings, L.P.
C/O WALKERS CORPORATE SERVICES LIMITED
190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN, E9 KY1-9001
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X
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TC Group Cayman Investment Holdings Sub L.P.
C/O WALKER CORPORATE SERVICES LIMITED
190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN, E9 KY1-9001
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X
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TC Group IV, L.L.C.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE, N.W., SUITE 220 S
WASHINGTON, DC 20004
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X
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Carlyle Partners IV L P
1001 PENNSYLVANIA AVE N W
SUITE 220
WASHINGTON, DC 20004
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X
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Falcon Aerospace Holdings, LLC
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220S
WASHINGTON, DC 20004
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X
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Signatures
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/s/ R. Rainey Hoffman, attorney-in-fact
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8/15/2013
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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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