Statement of Changes in Beneficial Ownership (4)
January 13 2020 - 5:40PM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SHIBA KERRY A |
2. Issuer Name and Ticker or Trading Symbol
Wesco Aircraft Holdings, Inc
[
WAIR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President & CFO |
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(Last)
(First)
(Middle)
C/O WESCO AIRCRAFT HOLDINGS, INC., 24911 AVENUE STANFORD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/9/2020 |
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(Street)
VALENCIA, CA 91355
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 1/9/2020 | | D | | 45711 (1) | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Restricted Stock Units | (2) | 1/9/2020 | | D | | | 29817 | (2) | (2) | Common Stock | 29817 | $0 | 0 | D | |
| Performance Share Units | (3) | 1/9/2020 | | D | | | 61030 | (3) | (3) | Common Stock | 61030 | $0 | 0 | D | |
| Employee Stock Options (right to buy) | $9.55 | 1/9/2020 | | D | | | 40233 | (4) | 10/2/2027 | Common Stock | 40233 | (5) | 0 | D | |
| Explanation of Responses: |
| (1) | Pursuant to that certain Agreement and Plan of Merger, dated August 8, 2019 (the "Merger Agreement") 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 (the "Merger Consideration"). |
| (2) | At the Effective Time, each Restricted Stock Unit, whether vested or unvested, became fully vested and non-forfeitable and converted into a right to receive an amount in cash equal to the Merger Consideration. |
| (3) | At the Effective Time each Performance Share Unit ("PSU") was cancelled and converted into a fully vested right to receive a cash amount equal to the Merger Consideration multiplied by the Applicable Percentage (as that term is defined in the Merger Agreement) of the target number of shares of Common Stock underlying the PSUs. |
| (4) | These options vest in three equal installments on September 30, 2018, 2019 and 2020. |
| (5) | At the Effective Time, each Employee Stock Option, whether vested or unvested, automatically converted into the right to receive cash in the amount equal to the amount the Merger Consideration exceeds the exercise price per share of such Employee Stock Option. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SHIBA KERRY A
C/O WESCO AIRCRAFT HOLDINGS, INC.
24911 AVENUE STANFORD
VALENCIA, CA 91355 |
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| Executive Vice President & CFO |
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Signatures
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| /s/ John G. Holland, Attorney-in-fact | | 1/13/2020 |
| **Signature of Reporting Person | Date |
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