Sec Form 4 Filing - Falcon Aerospace Holdings, LLC @ Wesco Aircraft Holdings, Inc - 2014-06-06

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 Falcon Aerospace Holdings, LLC 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220S 3. Date of Earliest Transaction (MM/DD/YY) 06/06/2014 (Street) WASHINGTON, DC20004 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 06/06/2014 S 6,000,000 D $ 20.34 23,330,184 I See footnotes ( 1 )

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 Falcon Aerospace Holdings, LLC C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220S WASHINGTON, DC20004 X Carlyle Group L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, N.W. WASHINGTON, DC20004 X Carlyle Group Management L.L.C. C/O THE CARLYLE GROUP L.P. 1001 PENNSYLVANIA AVENUE, NW WASHINGTON, DC20004-2505 X Carlyle Holdings I GP Inc. C/O THE CARLYLE GROUP L.P. 1001 PENNSYLVANIA AVENUE, NW WASHINGTON, DC20004-2505 X Carlyle Holdings I GP Sub L.L.C. C/O THE CARLYLE GROUP L.P. 1001 PENNSYLVANIA AVENUE, NW WASHINGTON, DC20004-2505 X Carlyle Holdings I L.P. C/O THE CARLYLE GROUP L.P. 1001 PENNSYLVANIA AVENUE, NW WASHINGTON, DC20004-2505 X TC Group, LLC C/O CARLYLE GROUP 1001 PENNSYLVANIA AVENUE NW SUITE 220 S WASHINGTON, DC20004 X TC Group IV Managing GP, L.L.C. 1001 PENNSYLVANIA AVENUE, N.W. SUITE 200 SOUTH, ATTN: DONNA ARRINGTON WASHINGTON, DC20004 X Signatures Falcon Aerospace Holdings, LLC, By: /s/ Jeremy W. Anderson, Authorized Person 06/10/2014 Signature of Reporting Person Date CARLYLE GROUP MANAGEMENT L.L.C., By: /s/ Jeremy W. Anderson, attorney-in-fact 06/10/2014 Signature of Reporting Person Date THE CARLYLE GROUP L.P., By: Carlyle Group Management L.L.C., its general partner, By: /s/ Jeremy W. Anderson, attorney-in-fact 06/10/2014 Signature of Reporting Person Date CARLYLE HOLDINGS I GP INC., By: /s/ Jeremy W. Anderson, attorney-in-fact 06/10/2014 Signature of Reporting Person Date CARLYLE HOLDINGS I GP SUB L.L.C., By: Carlyle Holdings I GP Inc., its managing member, By: /s/ Jeremy W. Anderson, attorney-in-fact 06/10/2014 Signature of Reporting Person Date CARLYLE HOLDINGS I L.P., By: Carlyle Holdings I GP Sub L.L.C., its general partner, By: Carlyle Holdings I GP Inc., its managing member, By: /s/ Jeremy W. Anderson, attorney-in-fact 06/10/2014 Signature of Reporting Person Date TC GROUP, L.L.C., By: Carlyle Holdings I L.P., its managing member By: /s/ Jeremy W. Anderson, attorney-in-fact 06/10/2014 Signature of Reporting Person Date TC GROUP IV MANAGING GP, L.L.C., By: TC Group, L.L.C., its managing member, By: Carlyle Holdings I L.P., its managing member, By: /s/ Jeremy W. Anderson, attorney-in-fact 06/10/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Falcon Aerospace Holdings, LLC is the record holder of these shares of common stock. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. 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 is the managing 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. The principal address of each of the foregoing entities is c/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington, D.C. 20004-2505.

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