SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* AURORA EQUITY PARTNERS III LP (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/08/2005	3. Issuer Name and Ticker or Trading Symbol K&F Industries Holdings, Inc. [ KFI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,341,016(1)	D
Junior/Series A Redeemable Exchangeable Preferred	9,524.8(2)	D
Common Stock	8,544,851(3)	I	See FN (3)
Junior/Series A Redeemable Exchangeable Preferred	7,870.3(4)	I	See FN (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option	01/01/2005	01/01/2015	Common Stock	19,950(5)(6)	$7.52	I	See FN (5)
Option	01/01/2006(7)	01/01/2015	Common Stock	45,912(6)(8)	$7.52	I	See FN (8)

1. Name and Address of Reporting Person* AURORA EQUITY PARTNERS III LP (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AURORA OVERSEAS EQUITY PARTNERS III LP (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE. 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AURORA CAPITAL PARTNERS III LP (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE. 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AURORA OVERSEAS CAPITAL PARTNERS III LP (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE. 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AURORA ADVISORS III LLC (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE. 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AURORA OVERSEAS ADVISORS III LDC (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE. 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* K&F Equity Partners LP (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE. 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Mapes John T (Last) (First) (Middle) C/O AURORA CAPITAL GROUP 10877 WILSHIRE BLVD. STE. 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PARSKY GERALD L (Last) (First) (Middle) C/O AURORA CAPITAL GROUP 10877 WILSHIRE BLVD. STE 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CROWELL RICHARD R (Last) (First) (Middle) C/O AURORA CAPITAL GROUP 10877 WILSHIRE BLVD. STE. 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Includes 112,252 shares held by Aurora Overseas Equity Partners III, L.P., 2,949,541 shares held by Aurora Equity Partners II, L.P., and 39,235 shares held by Aurora Overseas Equity Partners II, L.P. (collectively, the "Aurora Entities").

2. Includes 103.5 shares held by Aurora Overseas Equity Partners III, L.P., 2,716.7 shares held by Aurora Equity Partners II, L.P., and 36.1 shares held by Aurora Overseas Equity Partners II, L.P.

3. Includes 8,544,851 shares owned of record by other common stockholders who have either agreed to vote their shares of common stock in the same manner as the Aurora Entities vote their shares or who have granted a proxy to vote their shares to the Aurora Entities. As a result of such voting agreements or proxies, the Aurora Entities may be deemed to be the beneficial owner of such shares. Aurora Equity Partners III, L.P. and the other joint filers hereto disclaim any beneficial ownership of all such shares except to the extent they may be deemed to have a pecuniary interest therein.

4. Includes 7,870.3 shares owned of record by other Junior/Series A Redeemable Exchangeable Preferred stockholders who have either agreed to vote their shares of such stock in the same manner as the Aurora Entities vote their shares or who have granted a proxy to vote their shares to the Aurora Entities. As a result of such voting agreements or proxies, the Aurora Entities may be deemed to be the beneficial owner of such shares. Aurora Equity Partners III, L.P. and the other joint filers hereto disclaim any beneficial ownership of all such shares except to the extent they may be deemed to have a pecuniary interest therein.

5. Includes options held by advisors to Aurora Capital Group who have granted proxies in favor of the Aurora Entities. As such, the Aurora Entities may be deemed to have a pecuniary interest in an indeterminable portion of these options. Aurora Equity Partners III, L.P. and the other joint filers hereto disclaim any beneficial ownership of all such options except to the extent that they may be deemed to have a pecuniary interest therein.

6. K&F Industries Holdings, Inc. anticipates paying special dividends using the proceeds of its initial public offering to its common stockholders of record immediately prior to its initial public offering. Upon the payment of these dividends, the number of shares issuable upon exercise of these options will be automatically and proportionately increased without increasing the aggregate option exercise price. The number of shares issuable upon exercise of each option to purchase one share will increase to approximately 1.43 shares after the payment of these dividends, assuming no exercise by the underwriters of their option to purchase additional shares in the initial public offering.

7. These options vest at the rate of 20% per year, commencing on January 1, 2006.

8. Includes 22,956 options granted to Lawrence A. Bossidy and 22,956 options granted to Dale F. Frey, each of whom have granted proxies to the Aurora Entities to vote their shares. As a result of such proxies, the Aurora Entities may be deemed to be the beneficial owner of such options. Aurora Equity Partners III, L.P. and the other joint filers hereto disclaim any beneficial ownership of all such options except to the extent they may be deemed to have a pecuniary interest therein.

	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Equity Partners III, LP	08/08/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Overseas Equity Partners III, LP	08/08/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Capital Partners III, LP	08/08/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Overseas Capital Partners III, LP	08/08/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Advisors III, LLC	08/08/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Overseas Advisors III, LDC	08/08/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for K&F Equity Partners, LP	08/08/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for John T. Mapes	08/08/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Gerald L. Parsky	08/08/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Richard Crowell	08/08/2005
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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