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Carlyle Group Inc. — Major Shareholding Notification 2017
Feb 10, 2017
30240_mrq_2017-02-10_295ec1b8-3c37-40bf-b9d1-69176a3a7ae5.zip
Major Shareholding Notification
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SC 13G/A 1 a17-4174_1sc13ga.htm SC 13G/A
| SECURITIES AND EXCHANGE COMMISSION |
|---|
| Washington, D.C. 20549 |
*SCHEDULE 13G*
*(Rule 13d-102)*
*Information to be Included in Statements Filed Pursuant*
*to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed*
*Pursuant to § 240.13d-2*
*Under the Securities Exchange Act of 1934 (Amendment No. 5)**
*Wesco Aircraft Holdings, Inc.*
(Name of Issuer)
*Common Stock*
(Title of Class of Securities)
*950814103*
(CUSIP Number)
*December 31, 2016*
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
|---|---|
| o | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
- The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SEQ.=1,FOLIO='',FILE='C:\JMS\108687\17-4174-1\task8272394\4174-1-ba.htm',USER='108687',CD='Feb 10 17:31 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons The Carlyle Group L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 23,330,184 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 23,330,184 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 23,330,184 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 23.4% | |
| 12 | Type of Reporting Person PN |
2
SEQ.=1,FOLIO='2',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bc.htm',USER='109206',CD='Feb 10 14:17 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Carlyle Group Management L.L.C. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 23,330,184 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 23,330,184 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 23,330,184 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 23.4% | |
| 12 | Type of Reporting Person OO (Limited Liability Company) |
3
SEQ.=1,FOLIO='3',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bc.htm',USER='109206',CD='Feb 10 14:17 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Carlyle Holdings I GP Inc. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 23,330,184 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 23,330,184 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 23,330,184 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 23.4% | |
| 12 | Type of Reporting Person CO |
4
SEQ.=1,FOLIO='4',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bc.htm',USER='109206',CD='Feb 10 14:17 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Carlyle Holdings I GP Sub L.L.C. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 23,330,184 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 23,330,184 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 23,330,184 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 23.4% | |
| 12 | Type of Reporting Person OO (Limited Liability Company) |
5
SEQ.=1,FOLIO='5',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bc.htm',USER='109206',CD='Feb 10 14:17 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Carlyle Holdings I L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 23,330,184 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 23,330,184 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 23,330,184 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 23.4% | |
| 12 | Type of Reporting Person PN |
6
SEQ.=1,FOLIO='6',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-be.htm',USER='109206',CD='Feb 10 14:18 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons TC Group, L.L.C. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 23,330,184 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 23,330,184 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 23,330,184 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 23.4% | |
| 12 | Type of Reporting Person OO (Limited Liability Company) |
7
SEQ.=1,FOLIO='7',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-be.htm',USER='109206',CD='Feb 10 14:18 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons TC Group IV Managing GP, L.L.C. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 23,330,184 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 23,330,184 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 23,330,184 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 23.4% | |
| 12 | Type of Reporting Person OO (Limited Liability Company) |
8
SEQ.=1,FOLIO='8',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-be.htm',USER='109206',CD='Feb 10 14:18 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Falcon Aerospace Holdings, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 23,330,184 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 23,330,184 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 23,330,184 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 23.4% | |
| 12 | Type of Reporting Person OO (Limited Liability Company) |
9
SEQ.=1,FOLIO='9',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-be.htm',USER='109206',CD='Feb 10 14:18 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Han Sun Cho | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 51,739 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 51,739 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 51,739 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.1% | |
| 12 | Type of Reporting Person IN |
10
SEQ.=1,FOLIO='10',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-be.htm',USER='109206',CD='Feb 10 14:18 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Victoria J. Conner | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 21,039 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 21,039 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 21,039 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12 | Type of Reporting Person IN |
11
SEQ.=1,FOLIO='11',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bg.htm',USER='109206',CD='Feb 10 14:18 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Gregory Dietz | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 26,465 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 26,465 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 26,465 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12 | Type of Reporting Person IN |
12
SEQ.=1,FOLIO='12',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bg.htm',USER='109206',CD='Feb 10 14:18 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Paul E. Fulchino | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 120,277 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 120,277 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 120,277 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.1% | |
| 12 | Type of Reporting Person IN |
13
SEQ.=1,FOLIO='13',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bg.htm',USER='109206',CD='Feb 10 14:18 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons James E. Grason | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 1,000 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 1,000 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,000 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12 | Type of Reporting Person IN |
14
SEQ.=1,FOLIO='14',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bg.htm',USER='109206',CD='Feb 10 14:18 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons George Hess | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12 | Type of Reporting Person IN |
15
SEQ.=1,FOLIO='15',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bg.htm',USER='109206',CD='Feb 10 14:18 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons George and Lisa Hess Trust dated October 1, 2003 | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12 | Type of Reporting Person OO (Trust) |
16
SEQ.=1,FOLIO='16',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bi.htm',USER='109206',CD='Feb 10 14:19 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons John P. Jumper | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 40,440 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 40,440 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 40,440 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12 | Type of Reporting Person IN |
17
SEQ.=1,FOLIO='17',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bi.htm',USER='109206',CD='Feb 10 14:19 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Sheryl Knights | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 29,098 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 29,098 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 29,098 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12 | Type of Reporting Person IN |
18
SEQ.=1,FOLIO='18',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bi.htm',USER='109206',CD='Feb 10 14:19 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Tommy Lee | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12 | Type of Reporting Person IN |
19
SEQ.=1,FOLIO='19',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bi.htm',USER='109206',CD='Feb 10 14:19 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Lee Living Trust | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12 | Type of Reporting Person OO (Trust) |
20
SEQ.=1,FOLIO='20',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bi.htm',USER='109206',CD='Feb 10 14:19 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Alex Murray | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United Kingdom | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 231,372 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 231,372 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 231,372 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.2% | |
| 12 | Type of Reporting Person IN |
21
SEQ.=1,FOLIO='21',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bk.htm',USER='109206',CD='Feb 10 14:19 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Robert D. Paulson | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 83,998 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 83,998 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 83,998 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.1% | |
| 12 | Type of Reporting Person IN |
22
SEQ.=1,FOLIO='22',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bk.htm',USER='109206',CD='Feb 10 14:19 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons John Segovia | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 11,136 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 11,136 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 11,136 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12 | Type of Reporting Person IN |
23
SEQ.=1,FOLIO='23',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bk.htm',USER='109206',CD='Feb 10 14:19 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Randy J. Snyder | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 628,851 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 628,851 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 628,851 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.6% | |
| 12 | Type of Reporting Person IN |
24
SEQ.=1,FOLIO='24',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bk.htm',USER='109206',CD='Feb 10 14:19 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Joshua Jack Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 1,278,046 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 1,278,046 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,278,046 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 1.3% | |
| 12 | Type of Reporting Person OO (Trust) |
25
SEQ.=1,FOLIO='25',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bk.htm',USER='109206',CD='Feb 10 14:19 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Joshua Jack Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 1,278,046 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 1,278,046 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,278,046 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 1.3% | |
| 12 | Type of Reporting Person OO (Trust) |
26
SEQ.=1,FOLIO='26',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bm.htm',USER='109206',CD='Feb 10 14:20 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Justin Henry Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 1,278,046 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 1,278,046 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,278,046 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 1.3% | |
| 12 | Type of Reporting Person OO (Trust) |
27
SEQ.=1,FOLIO='27',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bm.htm',USER='109206',CD='Feb 10 14:20 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Justin Henry Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 1,278,046 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 1,278,046 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,278,046 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 1.3% | |
| 12 | Type of Reporting Person OO (Trust) |
28
SEQ.=1,FOLIO='28',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bm.htm',USER='109206',CD='Feb 10 14:20 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Randy Snyder 2009 Extended Family Trust | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 1,425,448 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 1,425,448 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,425,448 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 1.4% | |
| 12 | Type of Reporting Person OO (Trust) |
29
SEQ.=1,FOLIO='29',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bm.htm',USER='109206',CD='Feb 10 14:20 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Susan Snyder 2009 Extended Family Trust | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 1,425,449 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 1,425,449 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,425,449 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 1.4% | |
| 12 | Type of Reporting Person OO (Trust) |
30
SEQ.=1,FOLIO='30',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bm.htm',USER='109206',CD='Feb 10 14:20 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Todd Ian Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 1,278,046 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 1,278,046 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,278,046 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 1.3% | |
| 12 | Type of Reporting Person OO (Trust) |
31
SEQ.=1,FOLIO='31',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bo.htm',USER='109206',CD='Feb 10 14:21 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Todd Ian Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 1,278,046 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 1,278,046 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,278,046 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 1.3% | |
| 12 | Type of Reporting Person OO (Trust) |
32
SEQ.=1,FOLIO='32',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bo.htm',USER='109206',CD='Feb 10 14:21 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons David L. Squier | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 59,429 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 59,429 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 59,429 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.1% | |
| 12 | Type of Reporting Person IN |
33
SEQ.=1,FOLIO='33',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bo.htm',USER='109206',CD='Feb 10 14:21 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Chad Wallace | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 1,779 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 1,779 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,779 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12 | Type of Reporting Person IN |
34
SEQ.=1,FOLIO='34',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bo.htm',USER='109206',CD='Feb 10 14:21 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Shirley Warner | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 19,542 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 19,542 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 19,542 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12 | Type of Reporting Person IN |
35
SEQ.=1,FOLIO='35',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bo.htm',USER='109206',CD='Feb 10 14:21 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Bruce Weinstein | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 652 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 652 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 652 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12 | Type of Reporting Person IN |
36
SEQ.=1,FOLIO='36',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bq.htm',USER='109206',CD='Feb 10 14:22 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Hal Weinstein | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 0 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12 | Type of Reporting Person IN |
37
SEQ.=1,FOLIO='37',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bq.htm',USER='109206',CD='Feb 10 14:22 2017'
| CUSIP No. 950814103 — 1 | Names of Reporting Persons Dana Wilkin | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | o | |
| (b) | o | |
| 3 | SEC Use Only | |
| 4 | Citizen or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 2,419 |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 2,419 | |
| 8 | Shared Dispositive Power 0 | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,419 | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |
| 11 | Percent of Class Represented by Amount in Row 9 0.0% | |
| 12 | Type of Reporting Person IN |
38
SEQ.=1,FOLIO='38',FILE='C:\JMS\109206\17-4174-1\task8271885\4174-1-bq.htm',USER='109206',CD='Feb 10 14:22 2017'
| CUSIP No. 950814103 | |
|---|---|
| (a) | Name of Issuer Wesco Aircraft Holdings, Inc. (the Issuer) |
| (a) | Address of Issuers Principal Executive Offices: 24911 Avenue Stanford Valencia, CA 91355 |
| Item 2. | |
| (a) | Name of Person Filing: |
| Each of the following is hereinafter individually referred to as a Carlyle Reporting Person and collectively as the Carlyle Reporting Persons. This statement is filed on behalf of: | |
| Carlyle Group Management L.L.C. The Carlyle Group L.P. Carlyle Holdings I GP Inc. Carlyle Holdings I GP Sub L.L.C. Carlyle Holdings I L.P. TC Group, L.L.C. TC Group IV Managing GP, L.L.C. Falcon Aerospace Holdings, LLC | |
| Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is also filed on behalf of: | |
| Han Sun Cho Victoria J. Conner Gregory Dietz Paul E. Fulchino James E. Grason George Hess George and Lisa Hess Trust dated October 1, 2003 John P. Jumper Sheryl Knights Tommy Lee Lee Living Trust Alex Murray Robert D. Paulson John Segovia Randy J. Snyder Joshua Jack Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust Joshua Jack Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust Justin Henry Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust Justin Henry Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust Randy Snyder 2009 Extended Family Trust Susan Snyder 2009 Extended Family Trust Todd Ian Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust Todd Ian Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust David L. Squier Chad Wallace Shirley Warner Bruce Weinstein Hal Weinstein Dana Wilkin |
39
SEQ.=1,FOLIO='39',FILE='C:\JMS\108687\17-4174-1\task8272394\4174-1-bs.htm',USER='108687',CD='Feb 10 17:30 2017'
| CUSIP No. 950814103 | |
|---|---|
| (b) | Address or Principal Business Office: |
| The business address of each of the Carlyle Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington, D.C. 20004-2505. The address for each of the Reporting Persons is c/o Wesco Aircraft Holdings, Inc., 24911 Avenue Stanford, Valencia, CA 91355. | |
| (c) | Citizenship of each Reporting Person is: Each of the Carlyle Reporting Persons is organized in the state of Delaware. |
| Each of the Reporting Persons is a citizen of the United States of America, except the George and Lisa Hess Trust dated October 1, 2003, the Lee Living Trust, the Joshua Jack Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust, the Joshua Jack Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust, the Justin Henry Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust, the Justin Henry Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust, the Randy Snyder 2009 Extended Family Trust, the Susan Snyder 2009 Extended Family Trust, the Todd Ian Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust and the Todd Ian Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust, which are trusts organized in the State of California, and Alex Murray, who is a citizen of the United Kingdom. | |
| (d) | Title of Class of Securities: Common stock, $0.001 par value per share (Common Stock) |
| (e) | CUSIP Number: 950814103 |
40
SEQ.=1,FOLIO='40',FILE='C:\JMS\108687\17-4174-1\task8272394\4174-1-bs.htm',USER='108687',CD='Feb 10 17:30 2017'
| CUSIP No. 950814103 |
|---|
| Item 3. |
| Not applicable. |
| Item 4. |
|---|
| The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2016, based upon 99,526,120 shares of the Issuers Common Stock outstanding as of January 31, 2017. |
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: |
|---|---|---|---|---|---|---|
| Carlyle Group Management L.L.C. (1) | 23,330,184 | 23.4 % | 0 | 23,330,184 | 0 | 23,330,184 |
| The Carlyle Group L.P. (1) | 23,330,184 | 23.4 % | 0 | 23,330,184 | 0 | 23,330,184 |
| Carlyle Holdings I GP Inc. (1) | 23,330,184 | 23.4 % | 0 | 23,330,184 | 0 | 23,330,184 |
| Carlyle Holdings I GP Sub L.L.C. (1) | 23,330,184 | 23.4 % | 0 | 23,330,184 | 0 | 23,330,184 |
| Carlyle Holdings I L.P. (1) | 23,330,184 | 23.4 % | 0 | 23,330,184 | 0 | 23,330,184 |
| TC Group, L.L.C. (1) | 23,330,184 | 23.4 % | 0 | 23,330,184 | 0 | 23,330,184 |
| TC Group IV Managing GP, L.L.C. (1) | 23,330,184 | 23.4 % | 0 | 23,330,184 | 0 | 23,330,184 |
| Falcon Aerospace Holdings, LLC (1) | 23,330,184 | 23.4 % | 0 | 23,330,184 | 0 | 23,330,184 |
| Han Sun Cho (2) | 51,739 | 0.1 % | 51,739 | 0 | 51,739 | 0 |
| Victoria J. Conner (3) | 21,039 | 0.0 % | 21,039 | 0 | 21,039 | 0 |
| Gregory Dietz (4) | 26,465 | 0.0 % | 26,465 | 0 | 26,465 | 0 |
| Paul E. Fulchino (5) | 120,277 | 0.1 % | 120,277 | 0 | 120,277 | 0 |
| James E. Grason | 1,000 | 0.0 % | 1,000 | 0 | 1,000 | 0 |
| George Hess | 0 | 0.0 % | 0 | 0 | 0 | 0 |
| George and Lisa Hess Trust dated October 1, 2003 | 0 | 0.0 % | 0 | 0 | 0 | 0 |
| John P. Jumper | 40,440 | 0.0 % | 40,440 | 0 | 40,440 | 0 |
| Sheryl Knights | 29,098 | 0.0 % | 29,098 | 0 | 29,098 | 0 |
| Tommy Lee | 0 | 0.0 % | 0 | 0 | 0 | 0 |
| Lee Living Trust | 0 | 0.0 % | 0 | 0 | 0 | 0 |
| Alex Murray (6) | 231,372 | 0.2 % | 231,372 | 0 | 231,372 | 0 |
| Robert D. Paulson (7) | 83,998 | 0.1 % | 83,998 | 0 | 83,998 | 0 |
| John Segovia | 11,136 | 0.0 % | 11,136 | 0 | 11,136 | 0 |
| Randy J. Snyder (8) | 628,851 | 0.6 % | 628,851 | 0 | 628,851 | 0 |
| Joshua Jack Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust | 1,278,046 | 1.3 % | 1,278,046 | 0 | 1,278,046 | 0 |
| Joshua Jack Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust | 1,278,046 | 1.3 % | 1,278,046 | 0 | 1,278,046 | 0 |
| Justin Henry Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust | 1,278,046 | 1.3 % | 1,278,046 | 0 | 1,278,046 | 0 |
| Justin Henry Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust | 1,278,046 | 1.3 % | 1,278,046 | 0 | 1,278,046 | 0 |
| Randy Snyder 2009 Extended Family Trust | 1,425,448 | 1.4 % | 1,425,448 | 0 | 1,425,448 | 0 |
| Susan Snyder 2009 Extended Family Trust | 1,425,449 | 1.4 % | 1,425,449 | 0 | 1,425,449 | 0 |
| Todd Ian Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust | 1,278,046 | 1.3 % | 1,278,046 | 0 | 1,278,046 | 0 |
| Todd Ian Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust | 1,278,046 | 1.3 % | 1,278,046 | 0 | 1,278,046 | 0 |
| David L. Squier (9) | 59,429 | 0.1 % | 0 | 59,429 | 0 | 59,429 |
| Chad Wallace | 1,779 | 0.0 % | 1,779 | 0 | 1,779 | 0 |
| Shirley Warner | 19,542 | 0.0 % | 19,542 | 0 | 19,542 | 0 |
| Bruce Weinstein | 652 | 0.0 % | 652 | 0 | 652 | 0 |
| Hal Weinstein | 0 | 0.0 % | 0 | 0 | 0 | 0 |
| Dana Wilkin | 2,419 | 0.0 % | 2,419 | 0 | 2,419 | 0 |
41
SEQ.=1,FOLIO='41',FILE='C:\JMS\108687\17-4174-1\task8272394\4174-1-bs.htm',USER='108687',CD='Feb 10 17:30 2017'
CUSIP No. 950814103 Schedule 13G
(1) Falcon Aerospace Holdings, LLC. is the record holder of 23,330,184 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. (2) Includes 5,085 shares of common stock that are beneficially owned by Mr. Cho and the right to acquire up to 46,654 additional shares of common stock pursuant to options. (3) Includes 16,072 shares of common stock that are beneficially owned by Ms. Conner and the right to acquire up to 4,967 additional shares of common stock pursuant to options. (4) Includes 10,249 shares of common stock that are beneficially owned by Mr. Dietz and the right to acquire up to 16,216 additional shares of common stock pursuant to options. (5) Includes 113,752 shares of common stock that are beneficially owned by Mr. Fulchino and the right to acquire up to 6,525 additional shares of common stock pursuant to options. (6) Includes 105,387 shares of common stock that are beneficially owned by Mr. Murray and the right to acquire up to 125,985 additional shares of common stock pursuant to options. (7) Includes 78,778 shares of common stock that are beneficially owned by Mr. Paulson and the right to acquire up to 5,220 additional shares of common stock pursuant to options. (8) Includes 120,119 shares of common stock that are beneficially owned by Mr. Snyder and the right to acquire up to 508,732 additional shares of common stock pursuant to options. (9) Includes 50,429 shares held by the Squier Family Foundation and 9,000 shares held jointly with the reporting persons spouse.
42
SEQ.=1,FOLIO='42',FILE='C:\JMS\108687\17-4174-1\task8272394\4174-1-bs.htm',USER='108687',CD='Feb 10 17:30 2017'
| CUSIP No. 950814103 | |
|---|---|
| Item 5. | Ownership of Five Percent or Less of a Class. |
| Not applicable. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable. |
43
SEQ.=1,FOLIO='43',FILE='C:\JMS\108687\17-4174-1\task8272394\4174-1-bs.htm',USER='108687',CD='Feb 10 17:30 2017'
CUSIP No. 950814103 Schedule 13G
| Item 10. |
|---|
| Not applicable. |
*SIGNATURE*
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
*Date* : February 10, 2017
| CARLYLE GROUP MANAGEMENT L.L.C. | |
|---|---|
| By: | /s/ Daniel DAniello |
| Name: | Daniel DAniello |
| Title: | Chairman |
| THE CARLYLE GROUP L.P. | |
| By: Carlyle Group Management L.L.C., its general partner | |
| By: | /s/ Daniel DAniello |
| Name: | Daniel DAniello |
| Title: | Chairman |
| CARLYLE HOLDINGS I GP INC. | |
| By: | /s/ Daniel DAniello |
| Name: | Daniel DAniello |
| Title: | Chairman |
| CARLYLE HOLDINGS I GP SUB L.L.C. | |
| By: Carlyle Holdings I GP Inc., its managing member | |
| By: | /s/ Daniel DAniello |
| Name: | Daniel DAniello |
| Title: | Chairman |
| 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/ Daniel DAniello |
| Name: | Daniel DAniello |
| Title: | Chairman |
44
SEQ.=1,FOLIO='44',FILE='C:\JMS\108687\17-4174-1\task8272306\4174-1-bu.htm',USER='108687',CD='Feb 10 17:05 2017'
CUSIP No. 950814103 Schedule 13G
| TC GROUP, L.L.C. | |
|---|---|
| By: Carlyle Holdings I L.P., its managing member | |
| By: | /s/ Daniel DAniello |
| Name: | Daniel DAniello |
| Title: | Chairman |
| TC GROUP IV MANAGING GP, L.L.C. | |
| By: | /s/ Jeremy W. Anderson |
| Name: | Jeremy W. Anderson |
| Title: | Authorized Person |
| FALCON AEROSPACE HOLDINGS, LLC | |
| By: TC Group IV Managing GP, L.L.C., its Managing Member | |
| By: | /s/ Jeremy W. Anderson |
| Name: | Jeremy W. Anderson |
| Title: | Authorized Person |
| Han Sun Cho | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Han Sun Cho |
| Victoria J. Conner | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Victoria J. Conner |
| Gregory Dietz | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Gregory Dietz |
| Paul E. Fulchino | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Paul E. Fulchino |
45
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CUSIP No. 950814103 Schedule 13G
| James E. Grason | |
|---|---|
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | James E. Grason |
| George Hess | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | George Hess |
| George and Lisa Hess Trust dated October 1, 2003 | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | George and Lisa Hess Trust dated October 1, 2003 |
| John P. Jumper | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | John P. Jumper |
| Sheryl Knights | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Sheryl Knights |
| Tommy Lee | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Tommy Lee |
| Lee Living Trust | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Lee Living Trust |
| Alex Murray | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Alex Murray |
46
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CUSIP No. 950814103 Schedule 13G
| Robert D. Paulson | |
|---|---|
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Robert D. Paulson |
| John Segovia | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | John Segovia |
| Randy J. Snyder | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Randy J. Snyder |
| Joshua Jack Snyder Exempt Trust | |
| U/T Randy Snyder 2005 Grantor Trust | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Joshua Jack Snyder Exempt Trust |
| U/T Randy Snyder 2005 Grantor Trust | |
| Joshua Jack Snyder Exempt Trust | |
| U/T Susan Snyder 2005 Grantor Trust | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Joshua Jack Snyder Exempt Trust |
| U/T Susan Snyder 2005 Grantor Trust | |
| Justin Henry Snyder Exempt Trust | |
| U/T Randy Snyder 2005 Grantor Trust | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name : | Justin Henry Snyder Exempt Trust |
| U/T Randy Snyder 2005 Grantor Trust |
47
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CUSIP No. 950814103 Schedule 13G
| Justin Henry Snyder Exempt Trust | |
|---|---|
| U/T Susan Snyder 2005 Grantor Trust | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Justin Henry Snyder Exempt Trust |
| U/T Susan Snyder 2005 Grantor Trust | |
| Randy Snyder 2009 Extended Family Trust | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Randy Snyder 2009 Extended Family Trust |
| Susan Snyder 2009 Extended Family Trust | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Susan Snyder 2009 Extended Family Trust |
| Todd Ian Snyder Exempt Trust | |
| U/T Randy Snyder 2005 Grantor Trust | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Todd Ian Snyder Exempt Trust |
| U/T Randy Snyder 2005 Grantor Trust | |
| Todd Ian Snyder Exempt Trust | |
| U/T Susan Snyder 2005 Grantor Trust | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Todd Ian Snyder Exempt Trust |
| U/T Susan Snyder 2005 Grantor Trust | |
| David L. Squier | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | David L. Squier |
| Chad Wallace | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: | Chad Wallace |
48
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CUSIP No. 950814103 Schedule 13G
| Shirley Warner | |
|---|---|
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: Shirley Warner | |
| Bruce Weinstein | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: Bruce Weinstein | |
| Hal Weinstein | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: Hal Weinstein | |
| Dana Wilkin | |
| by: | /s/ John G. Holland, attorney-in-fact |
| Name: Dana Wilkin |
49
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CUSIP No. 950814103 Schedule 13G
*LIST OF EXHIBITS*
| Exhibit No. | Description |
|---|---|
| 24.1 | Power of Attorney of the Carlyle Reporting Persons |
| 24.2 | Power of Attorney of the Reporting Persons (incorporated by reference to Exhibit 24.2 to the Schedule 13G filed by the Reporting Persons on February 14, 2012). |
| 99 | Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 14, 2013). |
50
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