SEC Info - Bossidy Lawrence A - ‘3’ for 8/8/05 re: K&F Industries Holdings, Inc.

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

BOSSIDY LAWRENCE A

(Last)

(First)

(Middle)

C/O K&F INDUSTRIES HOLDINGS, INC.

50 MAIN ST. 4TH FLOOR

(Street)

WHITE PLAINS

10606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
8/8/05

3. Issuer Name and Ticker or Trading Symbol
K&F Industries Holdings, Inc. [ KFI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	29,925	D
Junior/Series A Redeemable Preferred Stock	27.5	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option	1/1/06 ⁽²⁾	1/1/15	Common Stock	22,956 ⁽¹⁾	7.52	D
Option	1/1/05	1/1/15	Common Stock	3,325 ⁽¹⁾	7.52	D

Explanation of Responses:

(1) K&F Industries Holdings, Inc. anticipates paying special dividends using the proceeds of its initial public offering to its common stockholders of record immediately prior to its initial public offering. Upon the payment of these dividends, the number of shares issuable upon exercise of these options will be automatically and proportionately increased without increasing the aggregate option exercise price. The number of shares issuable upon exercise of each option to purchase one share will increase to approximately 1.435 shares after the payment of these dividends, assuming no exercise by the underwriters of their option to purchase additional shares in the initial public offering.

(2) These options vest at the rate of 20% per year, commencing on January 1, 2006.

	/s/ Ronald H. Kisner, as Attorney-in-Fact	8/8/05
	** 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 5 (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.
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Bossidy Lawrence A – ‘3’ for 8/8/05 re: K&F Industries Holdings, Inc.

On: Monday, 8/8/05, at 9:23pm ET · For: 8/8/05 · As: Director · Accession #: 1179110-5-15836 · File #: 1-32595

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

‘3’ — Initial Statement of Beneficial Ownership of Securities by an Insider — edgar.xml/2.2

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Bossidy Lawrence A – ‘3’ for 8/8/05 re: K&F Industries Holdings, Inc.

On: Monday, 8/8/05, at 9:23pm ET · For: 8/8/05 · As: Director · Accession #: 1179110-5-15836 · File #: 1-32595

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

‘3’ — Initial Statement of Beneficial Ownership of Securities by an Insider — edgar.xml/2.2

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents