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) 08/08/2005
			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	10,581,081(1)	D
Junior/Series A Redeemable Exchangeable Preferred	9,746.2(2)	D

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

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. Consists of 7,256,613 shares held by Aurora Equity Partners III, L.P., 95,627 shares held by Aurora Overseas Equity Partners III, L.P., 2,949,541 shares held by Aurora Equity Partners II, L.P., 39,235 shares held by Aurora Overseas Equity Partners II, L.P. and 240,065 shares held by K&F Equity Partners, L.P.

2. Consists of 6,673.3 shares held by Aurora Equity Partners III, L.P., 98.7 shares held by Aurora Overseas Equity Partners III, L.P., 2,716.7 shares held by Aurora Equity Partners II, L.P., 36.1 shares held by Aurora Overseas Equity Partners II, L.P. and 221.4 shares held by K&F Equity Partners, L.P.

Remarks:

Please see the corresponding Form 4 filed by Aurora Equity Partners III, L.P., Aurora Overseas Equity Partners II, L.P., Aurora Capital Partners II, L.P., Aurora Overseas Capital Partners II, L.P., Aurora Advisors II LLC and Aurora Overseas Advisors II LDC concurrently on the date hereof. These entities and persons are joint filers with respect to ownership of securities of K&F Industries Holdings, Inc. reported herein together with the entities and persons filing jointly hereto.

	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Equity Partners III, LP	09/12/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Overseas Equity Partners III, LP	09/12/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Capital Partners III, LP	09/12/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Overseas Capital Partners III, LP	09/12/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Advisors III, LLC	09/12/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Overseas Advisors III, LDC	09/12/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for K&F Equity Partners, LP	09/12/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for John T. Mapes	09/12/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Gerald L. Parsky	09/12/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Richard R. Crowell	09/12/2005
	** Signature of Reporting Person	Date
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 5 (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).
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