SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Weinstein Hal

(Last)

(First)

(Middle)

C/O WESCO AIRCRAFT HOLDINGS, INC.

27727 AVENUE SCOTT

(Street)

VALENCIA

91355

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Wesco Aircraft Holdings, Inc [ WAIR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP Sales and Marketing

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2012

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/22/2012		M		20,000	A	$4.13	150,225⁽¹⁾	D
Common Stock	08/22/2012		S		20,000	D	$15⁽²⁾	130,225⁽¹⁾	D
Common Stock	08/23/2012		M		20,000	A	$4.13	150,225⁽¹⁾	D
Common Stock	08/23/2012		S		20,000	D	$14.8⁽³⁾	130,225⁽¹⁾	D
Common Stock	08/24/2012		M		20,000	A	$4.13	150,225⁽¹⁾	D
Common Stock	08/24/2012		S		20,000	D	$14.75⁽⁴⁾	130,225⁽¹⁾	D
Common Stock								1,320,085⁽⁵⁾	I	By the Weinstein Living Trust dated September 31, 2006

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$4.13	08/21/2012		M			20,000	⁽⁶⁾	05/17/2017	Common Stock	20,000	$0	630,775	D
Stock Options	$4.13	08/22/2012		M			20,000	⁽⁶⁾	05/17/2017	Common Stock	20,000	$0	610,775	D
Stock Options	$4.13	08/23/2012		M			20,000	⁽⁶⁾	05/17/2017	Common Stock	20,000	$0	590,775	D

Explanation of Responses:

1. Includes 9,000 shares of the Company's restricted Common Stock awarded pursuant to the Wesco Aircraft Holdings, Inc. 2011 Equity Incentive Award Plan. 4,500 of these shares will vest in three equal installments on September 30, 2012, 2013 and 2014. The vesting of the remaining 4,500 shares is subject to the Company's achievement of certain financial performance objectives during the year ended September 30, 2012. If these performance objectives are not achieved, these 4,500 shares will be forfeited. If these performance objectives are achieved, the 4,500 shares will also vest in three equal installments on September 30, 2012, 2013 and 2014.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $14.95 to $15.06. The reporting person undertakes to provide the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote 2.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $14.73 to $14.85. The reporting person undertakes to provide the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote 3.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $14.63 to $14.88. The reporting person undertakes to provide the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Footnote 4.

5. Represents 1,320,085 fully vested restricted stock units. The shares of the Company's Common Stock underlying the restricted stock units will not be distributed to the reporting person until September 28, 2012, or, if earlier, upon a change of control of the Company.

6. The options became fully exercisable on October 13, 2011.

	/s/ Gregory A. Hann, as Attorney-in-Fact	08/24/2012
	** 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 4 (b)(v).
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