Sec Form 4 Filing - Weinstein Hal @ Wesco Aircraft Holdings, Inc - 2012-10-02

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 Weinstein Hal 2. Issuer Name and Ticker or Trading Symbol Wesco Aircraft Holdings, Inc [ WAIR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec. VP Sales and Marketing (Last) (First) (Middle) C/O WESCO AIRCRAFT HOLDINGS, INC., 27727 AVENUE SCOTT 3. Date of Earliest Transaction (MM/DD/YY) 10/02/2012 (Street) VALENCIA, CA91355 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 10/02/2012 S 702 ( 1 ) D $ 13.7 1,449,608 ( 2 ) ( 3 ) D Common Stock 10/03/2012 S 467,226 ( 4 ) D $ 13.5 982,382 ( 2 ) D Common Stock 10/03/2012 D 159,954 ( 5 ) D $ 13.5 822,428 ( 2 ) D

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 Weinstein Hal C/O WESCO AIRCRAFT HOLDINGS, INC. 27727 AVENUE SCOTT VALENCIA, CA91355 Exec. VP Sales and Marketing Signatures /s/ Gregory A. Hann, as Attorney-in-Fact 10/04/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the sale of shares to cover the tax liability incurred in connection with the vesting of restricted common stock. ( 2 )Includes 7,500 unvested shares of restricted common stock, with 3,000 of these shares in the aggregate vesting in equal installments on September 30, 2013 and 2014. The vesting of the remaining 4,500 shares is subject to the Company's achievement of certain financial performance objectives during the year ended September 30, 2012. If these performance objectives are not achieved, these 4,500 shares will be forfeited. If these performance objectives are achieved, the 4,500 shares will also vest in three equal annual installments. ( 3 )Also includes 1,320,085 shares of common stock that were scheduled to be delivered on September 28, 2012 in satisfaction of previously vested restricted stock units. These shares were previously erroneously reported as indirectly held by the Weinstein Living Trust. These 1,320,085 shares are held directly be the reporting person. ( 4 )Represents the sale of shares to cover the tax liability incurred in connection with the delivery of shares underlying restricted stock units. ( 5 )Represents the settlement of shares in cash pursuant to the terms of the applicable equity award plan to cover the tax liability incurred in connection with the delivery of shares underlying restricted stock units.

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).

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