Statement of Changes in Beneficial Ownership (4)
March 05 2018 - 5:12PM
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
*
Makaira Partners LLC
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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)
7776 IVANHOE AVENUE #250,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2018
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(Street)
LA JOLLA, CA 92037
(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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3/1/2018
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P
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69600
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A
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$9.2699
(1)
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10803218
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I
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See footnote
(2)
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Common Stock
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3/5/2018
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P
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14210
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A
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$9.205
(3)
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10817428
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I
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See footnote
(2)
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Common Stock
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22588
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I
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See footnote
(4)
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Common Stock
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35533
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I
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See footnote
(5)
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Common Stock
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49200
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I
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See footnote
(6)
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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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The price reported is a weighted average price. These shares were purchased in multiple transactions at per share prices ranging from $9.15 to $9.40. The Reporting Persons undertake 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 purchased at each separate price within the range set forth in this footnote.
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(2)
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By Makaira Partners LLC. Thomas Bancroft is the Managing Member, Portfolio Manager and Chief Investment Officer of Makaira Partners LLC. Mr. Bancroft disclaims beneficial ownership for purposes of Section 16 of the Exchange Act of all securities reported herein, except to the extent of his pecuniary interest therein.
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(3)
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The price reported is a weighted average price. These shares were purchased in multiple transactions at per share prices ranging from $9.125 to $9.30. The Reporting Persons undertake 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 purchased at each separate price within the range set forth in this footnote.
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(4)
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By Mr. Bancroft. Mr. Bancroft is the Managing Member, Portfolio Manager and Chief Investment Officer of Makaira Partners LLC. Makaira Partners LLC disclaims beneficial ownership of such shares and disclaims membership in a group with Mr. Bancroft.
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(5)
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By family members of Mr. Bancroft. Mr. Bancroft disclaims beneficial ownership for purposes of Section 16 of the Exchange Act of all securities reported herein, except to the extent of his pecuniary interest therein. Makaira Partners LLC disclaims beneficial ownership of such shares and disclaims membership in a group with Mr. Bancroft.
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(6)
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By Mr. Bancroft's IRA. Makaira Partners LLC disclaims beneficial ownership of such shares and disclaims membership in a group with Mr. Bancroft.
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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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Makaira Partners LLC
7776 IVANHOE AVENUE #250
LA JOLLA, CA 92037
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X
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Bancroft Thomas
C/O WESCO AIRCRAFT HOLDINGS, INC.
24911 AVENUE STANFORD
VALENCIA, CA 91355
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X
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X
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Signatures
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Makaira Partners LLC, by: /s/ Adam Garcia, Chief Financial Officer and Chief Compliance Officer
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3/5/2018
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**
Signature of Reporting Person
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Date
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Thomas Bancroft, by: /s/ John G. Holland, as Attorney-in-Fact
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3/5/2018
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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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