FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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OMB APPROVAL
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(Print or Type Responses)
1. Name and Address of Reporting Person *
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Carlyle Group Management L.L.C. |
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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
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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C/O THE CARLYLE GROUP 1001, PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH |
3. Date of Earliest Transaction (Month/Day/Year) 01/09/2020 |
WASHINGTON, DC 20004-2505 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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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. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction 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 | 01/09/2020 |
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| 23,330,184 | D | (1) |
0
| I | See footnote (2) |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction 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 (Month/Day/Year)
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7. Title and Amount of Underlying Securities (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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Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Carlyle Group Management L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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Carlyle Group Inc. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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Carlyle Holdings I GP Inc. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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Carlyle Holdings I GP Sub L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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Carlyle Holdings I L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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CG Subsidiary Holdings L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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TC Group, LLC C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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TC Group IV Managing GP, L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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Falcon Aerospace Holdings, LLC C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
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X
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Signatures
Carlyle Group Management L.L.C. By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer | |
01/13/2020 |
**Signature of Reporting Person | Date |
The Carlyle Group Inc. By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer | |
01/13/2020 |
**Signature of Reporting Person | Date |
Carlyle Holdings I GP Inc. By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer | |
01/13/2020 |
**Signature of Reporting Person | Date |
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 | |
01/13/2020 |
**Signature of Reporting Person | Date |
Carlyle Holdings I L.P. By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer | |
01/13/2020 |
**Signature of Reporting Person | Date |
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 | |
01/13/2020 |
**Signature of Reporting Person | Date |
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 | |
01/13/2020 |
**Signature of Reporting Person | Date |
TC Group IV Managing GP, L.L.C. By: /s/ Jeremy W. Anderson, Authorized Person | |
01/13/2020 |
**Signature of Reporting Person | Date |
Falcon Aerospace Holdings, LLC By: TC Group IV Managing GP, L.L.C., its managing member By: /s/ Jeremy W. Anderson, Authorized Person | |
01/13/2020 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | 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). |
(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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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