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Sec Form 4 Filing - Carlyle Group Management L.L.C. @ Wesco Aircraft Holdings Inc - 2020-01-09

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Carlyle Group Management L.L.C.
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 220 SOUTH
3. Date of Earliest Transaction (MM/DD/YY)
01/09/2020
(Street)
WASHINGTON, DC20004-2505
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 01/09/2020 D 23,330,184 D 0 I See footnote ( 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
Carlyle Group Management L.L.C.
C/O THE CARLYLE GROUP 1001
PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
Carlyle Group Inc.
C/O THE CARLYLE GROUP 1001
PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
Carlyle Holdings I GP Inc.
C/O THE CARLYLE GROUP 1001
PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
Carlyle Holdings I GP Sub L.L.C.
C/O THE CARLYLE GROUP 1001
PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
Carlyle Holdings I L.P.
C/O THE CARLYLE GROUP 1001
PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
CG Subsidiary Holdings L.L.C.
C/O THE CARLYLE GROUP 1001
PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
TC Group, LLC
C/O THE CARLYLE GROUP 1001
PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
TC Group IV Managing GP, L.L.C.
C/O THE CARLYLE GROUP 1001
PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
Falcon Aerospace Holdings, LLC
C/O THE CARLYLE GROUP 1001
PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH
WASHINGTON, DC20004-2505
X
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:
( 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.

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).

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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