Sec Form 4 Filing - Halkos Holdings, LLC @ GLOBAL BRASS & COPPER HOLDINGS, INC. - 2014-01-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Halkos Holdings, LLC 2. Issuer Name and Ticker or Trading Symbol GLOBAL BRASS & COPPER HOLDINGS, INC. [ BRSS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) C/O GLOBAL BRASS & COPPER HOLDINGS, INC., 475 N. MARTINGALE ROAD, SUITE 1050 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2014 (Street) SCHAUMBURG, IL60173 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 01/28/2014 S 6,400,000 D $ 16.25 910,000 D ( 1 ) ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Halkos Holdings, LLC C/O GLOBAL BRASS & COPPER HOLDINGS, INC. 475 N. MARTINGALE ROAD, SUITE 1050 SCHAUMBURG, IL60173 Former 10% Owner KPS Special Situations Fund III, L.P. C/O KPS CAPITAL PARTNERS, LP 485 LEXINGTON AVENUE, FL 31 NEW YORK, NY10017 Former 10% Owner KPS Investors III, LP C/O KPS CAPITAL PARTNERS, LP 485 LEXINGTON AVENUE, FL 31 NEW YORK, NY10017 Former 10% Owner KPS Investors II, L.P. C/O KPS CAPITAL PARTNERS, LP 485 LEXINGTON AVENUE, FL 31 NEW YORK, NY10017 Former 10% Owner KPS Investors II GP, LLC C/O KPS CAPITAL PARTNERS, LP 485 LEXINGTON AVENUE, FL 31 NEW YORK, NY10017 Former 10% Owner KPS Capital Partners, LLC C/O KPS CAPITAL PARTNERS, LP 485 LEXINGTON AVENUE, FL 31 NEW YORK, NY10017 Former 10% Owner KPS Special Situations Fund III (A), L.P. C/O KPS CAPITAL PARTNERS, LP 485 LEXINGTON AVENUE, FL 31 NEW YORK, NY10017 Former 10% Owner KPS Special Situations Fund II, L.P. C/O KPS CAPITAL PARTNERS, LP 485 LEXINGTON AVENUE, FL 31 NEW YORK, NY10017 Former 10% Owner KPS Special Situations Fund II (A), L.P. C/O KPS CAPITAL PARTNERS, LP 485 LEXINGTON AVENUE, FL 31 NEW YORK, NY10017 Former 10% Owner KPS Investors III, Ltd. C/O KPS CAPITAL PARTNERS, LP 485 LEXINGTON AVENUE, FL 31 NEW YORK, NY10017 Former 10% Owner Signatures Halkos Holdings, LLC, /s/ Michael Psaros, Executive Committee Member 01/30/2014 Signature of Reporting Person Date KPS Special Situations Fund III, L.P., /s/ Stephen Hoey, Chief Financial Officer 01/30/2014 Signature of Reporting Person Date KPS Investors III, L.P., /s/ Stephen Hoey, Chief Financial Officer 01/30/2014 Signature of Reporting Person Date KPS Investors II, L.P, /s/ Stephen Hoey, Chief Financial Officer 01/30/2014 Signature of Reporting Person Date KPS Investors II GP, LLC, /s/ Stephen Hoey, Chief Financial Officer 01/30/2014 Signature of Reporting Person Date KPS Capital Partners, LLC, /s/ Stephen Hoey, Chief Financial Officer 01/30/2014 Signature of Reporting Person Date KPS Special Situations Fund III (A), L.P., /s/ Stephen Hoey, Chief Financial Officer 01/30/2014 Signature of Reporting Person Date KPS Special Situations Fund II, L.P., /s/ Stephen Hoey, Chief Financial Officer 01/30/2014 Signature of Reporting Person Date KPS Special Situations Fund II (A), L.P., /s/ Stephen Hoey, Chief Financial Officer 01/30/2014 Signature of Reporting Person Date KPS Investors III, Ltd., /s/ Stephen Hoey, Chief Financial Officer 01/30/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Halkos Holdings, LLC is a 10%+ shareholder of Global Brass and Cooper Holdings, Inc. KPS Special Situations Fund II, L.P., KPS Special Situations Fund II (A), L.P., KPS Special Situations Fund III, LP and KPS Special Situations Fund III (A), L.P. are collectively majority members of Halkos Holdings, LLC. KPS Investors III, Ltd. is the general partner of KPS Special Situations Fund III (A), L.P. and KPS Capital Partners, LLC is the controlling shareholder of KPS Investors III, Ltd. KPS Investors III, L.P. is the general partner of KPS Special Situations Fund III, L.P. and KPS Capital Partners, LLC is the general partner of KPS Investors III, L.P. KPS Investors II, L.P. is the general partner of KPS Special Situation Fund II, L.P. and KPS Special Situations Fund II (A), L.P. KPS Investors II GP, LLC is the general partner of KPS Investors II, L.P. ( 2 )The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended.

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).

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