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Carlyle Group Management L.L.C., et al. – ‘4’ for 1/9/20 re: Wesco Aircraft Holdings, Inc.

On:  Monday, 1/13/20, at 5:26pm ET   ·   For:  1/9/20   ·   Accession #:  1104659-20-3502   ·   File #:  1-35253

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/13/20  Carlyle Group Management L.L.C.   4                      1:18K  Wesco Aircraft Holdings, Inc.     Toppan Merrill/FA
          Carlyle Group Inc.
          Carlyle Holdings I GP Inc.
          Carlyle Holdings I GP Sub L.L.C.
          Carlyle Holdings I L.P.
          CG Subsidiary Holdings L.L.C.
          TC Group, LLC
          TC Group IV Managing GP, L.L.C.
          Falcon Aerospace Holdings, LLC

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      4K 
                Securities by an Insider -- a4.xml/3.6                           




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
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*
Carlyle Group Management L.L.C.

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

(Street)
WASHINGTONDC20004-2505

(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)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
1/9/20
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
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock 1/9/20 D 23,330,184D (1)0ISee footnote (2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Carlyle Group Management L.L.C.

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

(Street)
WASHINGTONDC20004-2505

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

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

(Street)
WASHINGTONDC20004-2505

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings I GP Inc.

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

(Street)
WASHINGTONDC20004-2505

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

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

(Street)
WASHINGTONDC20004-2505

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

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

(Street)
WASHINGTONDC20004-2505

(City)(State)(Zip)
1. Name and Address of Reporting Person*
CG Subsidiary Holdings L.L.C.

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

(Street)
WASHINGTONDC20004-2505

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

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

(Street)
WASHINGTONDC20004-2505

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

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

(Street)
WASHINGTONDC20004-2505

(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 220 SOUTH

(Street)
WASHINGTONDC20004-2505

(City)(State)(Zip)
Explanation of Responses:
(1)  Pursuant to that certain Agreement and Plan of Merger, dated August 8, 2019 by and among Wolverine Intermediate Holding II Corporation ("Parent"), Wolverine Merger Corporation, and the Issuer, the Issuer became a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time"). At the Effective Time, each share of the Issuer's Common Stock (including each restricted share) was automatically converted into the right to receive $11.05 in cash.
(2)  Falcon Aerospace Holdings, LLC is the record holder of these shares of common stock. Carlyle Group Management L.L.C. holds an irrevocable proxy to vote a majority of the shares of The Carlyle Group Inc., which is a publicly traded entity listed on NASDAQ. The Carlyle Group Inc. is the sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the sole member of TC Group, L.L.C., which is the managing member of TC Group IV Managing GP, L.L.C., which is the managing member of Falcon Aerospace Holdings, LLC. Accordingly, each of these entities may be deemed to share beneficial ownership of the shares of common stock owned of record by Falcon Aerospace Holdings, LLC.
Carlyle Group Management L.L.C. By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer 1/13/20
The Carlyle Group Inc. By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer 1/13/20
Carlyle Holdings I GP Inc. By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer 1/13/20
Carlyle Holdings I GP Sub L.L.C. By: Carlyle Holdings I GP Inc., its managing member By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer 1/13/20
Carlyle Holdings I L.P. By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer 1/13/20
CG Subsidiary Holdings L.L.C. By: Carlyle Holdings I L.P., its managing member By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer 1/13/20
TC Group, L.L.C. By: CG Subsidiary Holdings L.L.C., its managing member By: Carlyle Holdings I L.P., its managing member By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer 1/13/20
TC Group IV Managing GP, L.L.C. By: /s/ Jeremy W. Anderson, Authorized Person 1/13/20
Falcon Aerospace Holdings, LLC By: TC Group IV Managing GP, L.L.C., its managing member By: /s/ Jeremy W. Anderson, Authorized Person 1/13/20
** Signature of Reporting PersonDate
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.
____________
Transaction Code:
    D    Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

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