Sec Form 3 Filing - PLATINUM EQUITY LLC @ Wesco Aircraft Holdings, Inc - 2019-08-08

FORM 3 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 PLATINUM EQUITY 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 PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, SOUTH BUILDING 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2019 (Street) BEVERLY HILLS, CA90210 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 $0.001 per share 40,952,683 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) I ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )

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 PLATINUM EQUITY LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA90210 X Gores Tom C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA90210 X Wolverine Holdings Corp C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA90210 X Wolverine Intermediate Holding Corp C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA90210 X Wolverine Intermediate Holding II Corp C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA90210 X Signatures See Exhibit 99.2 Signatures 08/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Wolverine Intermediate Holding Corporation ("WIH") is the sole shareholder of Wolverine Intermediate Holding II Corporation ("WIH II") and may be deemed to beneficially own the shares of common stock, par value $0.001 per share, of the Issuer (the "Shares") beneficially owned by WIH II. Wolverine Holdings Corporation ("WHC") is the sole shareholder of WIH and may be deemed to beneficially own the Shares beneficially owned by WIH. Platinum Equity Capital Partners International IV (Cayman), L.P. ("PECP Int'l IV") is the sole shareholder of WHC and may be deemed to beneficially own the Shares beneficially owned by WHC. Platinum Equity Partners International IV (Cayman), L.P. ("PEP Int'l IV") is the general partner of PECP Int'l IV and may be deemed to beneficially own the Shares beneficially owned by PECP Int'l IV. ( 2 )(Continued from Footnote 1) Platinum Equity Investment Holdings IV (Cayman), LLC ("PEIH IV Cayman") is the general partner of PEP Int'l IV and may be deemed to beneficially own the Shares beneficially owned by PEP Int'l IV. Platinum Equity Investment Holdings IV, LLC ("PEIH IV") is the sole member of PEIH IV Cayman and may be deemed to beneficially own the Shares beneficially owned by PEIH IV Cayman. Platinum Equity Investment Holdings IV Manager, LLC ("PEIH IV Manager") is the sole manager of PEIH IV and may be deemed to beneficially own the Shares beneficially owned by PEIH IV. Platinum Equity InvestCo, L.P. ("PEI LP") owns all of the economic interests in PEIH IV and may be deemed to beneficially own the Shares beneficially owned by PEIH IV. Platinum Equity Investment Holdings IC (Cayman), LLC ("PEIH IC LLC") is the general partner of PEI LP and may be deemed to beneficially own the Shares beneficially owned by PEI LP. ( 3 )(Continued from Footnote 2) Platinum Equity Investment Holdings, LLC ("PEIH LLC") is the sole member of PEIH IC LLC and may be deemed to beneficially own the Shares beneficially owned by PEIH IC LLC. Platinum InvestCo (Cayman), LLC ("PI LLC") holds a controlling interest in PEI LP and may be deemed to beneficially own the Shares beneficially owned by PEI LP. Platinum Equity, LLC ("Platinum Equity") is the sole member of PEIH IV Manager and PEIH LLC and may be deemed to beneficially own the Shares beneficially owned by each of PEIH IV Manager and PEIH LLC. Platinum Equity and Tom Gores, together, hold a controlling interest in PI LLC and may be deemed to beneficially own the Shares beneficially owned by PI LLC. ( 4 )(Continued from Footnote 3) Tom Gores is the Chairman and Chief Executive Officer of Platinum Equity and may be deemed to beneficially own the Shares beneficially owned by Platinum Equity. Mr. Gores disclaims beneficial ownership of all the Shares beneficially owned by each of the foregoing entities except to the extent of any pecuniary interest therein. Because of the relationship discussed above, each Reporting Person may be deemed to own securities reported in this Form 3. ( 5 )WIH II and Wolverine Merger Corporation ("Merger Sub") entered into Voting and Support Agreements (collectively, the "Voting Agreements") with Falcon Aerospace Holdings, LLC, certain affiliates of Makaira Partners, LLC and Randy Snyder and certain affiliated trusts. The Voting Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 8, 2019, by and among Wolverine, Merger Sub and the Issuer. For additional information regarding the Voting Agreements and the Merger Agreement, see Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on August 19, 2019 (the "Schedule 13D"). ( 6 )As a result of certain provisions contained in the Voting Agreements, the Reporting Persons may be deemed to have shared voting power to vote up to an aggregate of 40,952,683 Shares, representing approximately 41.1% of the 99,749,063 Shares outstanding as of August 7, 2019 (as represented to the Reporting Persons by the Issuer pursuant to the Merger Agreement) deemed beneficially owned pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Notwithstanding the preceding sentence, the Reporting Persons hereby disclaim beneficial ownership of all such Shares that are the subject of the Voting Agreements and this Form 3 shall not be construed as an admission that the Reporting Persons are, for any or all purposes, the beneficial owners of any such Shares that are the subject of the Voting Agreements and covered by this Form 3.

Remarks: Exhibit 24.1 - Power of Attorney (Mr. Gores), incorporated herein by reference to Exhibit 4 to the Schedule 13D; Exhibit 99.1 - Joint Filing Agreement, incorporated herein by reference to Exhibit 3 to the Schedule 13D; and Exhibit 99.2 - Signatures Form.

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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