SEC FORM 3

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^*

PARSKY GERALD L

(Last)

(First)

(Middle)

C/O AURORA CAPITAL GROUP

10877 WILSHIRE BLVD. STE 2100

(Street)

LOS ANGELES

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)

X	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)

X	Form filed by One Reporting Person
	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	79,268⁽¹⁾	D
Common Stock	18,806,599⁽²⁾	I	See FN (2)
Junior/Series A Redeemable Exchangeable Preferred Stock	72.9⁽³⁾	D
Junior/Series A Redeemable Exchangeable Preferred Stock	17,322.2⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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	45,192⁽⁶⁾⁽⁸⁾	$7.52	I	See FN (8)

Explanation of Responses:

1. Includes 38,304 shares held by Century City Partners L.P. for which Mr. Parsky serves as General Partner, 23,009 shares held by the Gerald L. Parsky SEP/IRA and 17,955 shares held by the Barbara Parsky Trust, a family trust established by Mr. Parsky.

2. Includes 7,239,988 shares owned of record by Aurora Equity Partners III L.P., 112,252 shares owned of record by Aurora Overseas Equity Partners III, L.P., 2,949,541 shares owned of record by Aurora Equity Partners II L.P. and 39,235 shares owned of record by Aurora Overseas Equity Partners II, L.P. (collectively, the "Aurora Entities"), and 8,465,583 shares not owned directly by Mr. Parsky, but owned of record by other holders of common stock 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. Mr. Parsky is a controlling person of the Aurora Entities. As such, he may be deemed to have a pecuniary interest in an indeterminable portion of the shares owned or controlled by the Aurora Entities. Mr. Parsky disclaims beneficial ownership of all such shares except to the extent that he may be deemed to have a pecuniary interest therein.

3. Includes 35.2 shares held by Century City Partners L.P. for which Mr. Parsky serves as General Partner, 21.2 shares held by the Gerald L. Parsky SEP/IRA and 16.5 shares held by the Barbara Parsky Trust, a family trust established by Mr. Parsky.

4. Includes 6,668.5 shares owned of record by Aurora Equity Partners III L.P., 103.5 shares owned of record by Aurora Overseas Equity Partners III, L.P., 2716.7 shares owned of record by Aurora Equity Partners II L.P. and 36.1 shares owned of record by Aurora Overseas Equity Partners II, L.P. and 7,797.4 shares not owned directly by Mr. Parsky, but owned of record by other holders of Junior/Series A Redeemable Exchangeable Preferred Stock 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. Mr. Parsky is a controlling person of the Aurora Entities. As such, Mr. Parsky may be deemed to have a pecuniary interest in an indeterminable portion of the shares owned or controlled by the Aurora Entities. Mr. Parsky disclaims beneficial ownership of all such shares except to the extent that he 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. Mr. Parsky is a controlling person of the Aurora Entities. As such, Mr. Parsky may be deemed to have a pecuniary interest in an indeterminable portion of these options. Mr. Parsky disclaims any beneficial ownership of all such options except to the extent that he 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 1.435 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. Mr. Parsky is a controlling person of the Aurora Entities. As such, Mr. Parsky may be deemed to have a pecuniary interest in an indeterminable portion of the shares owned or controlled by the Aurora Entities. Mr. Parsky disclaims beneficial ownership of all such shares except to the extent that he may be deemed to have a pecuniary interest therein.

	/s/ Ronald H. Kisner, as Attorney-in-Fact	08/08/2005
	** 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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