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)
10/02/2012

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	10/02/2012		S		702⁽¹⁾	D	$13.7	1,449,608⁽²⁾⁽³⁾	D
Common Stock	10/03/2012		S		467,226⁽⁴⁾	D	$13.5	982,382⁽²⁾	D
Common Stock	10/03/2012		D		159,954⁽⁵⁾	D	$13.5	822,428⁽²⁾	D

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)

Explanation of Responses:

1. Represents the sale of shares to cover the tax liability incurred in connection with the vesting of restricted common stock.

2. Includes 7,500 unvested shares of restricted common stock, with 3,000 of these shares in the aggregate vesting in equal installments on September 30, 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 annual installments.

3. Also includes 1,320,085 shares of common stock that were scheduled to be delivered on September 28, 2012 in satisfaction of previously vested restricted stock units. These shares were previously erroneously reported as indirectly held by the Weinstein Living Trust. These 1,320,085 shares are held directly be the reporting person.

4. Represents the sale of shares to cover the tax liability incurred in connection with the delivery of shares underlying restricted stock units.

5. Represents the settlement of shares in cash pursuant to the terms of the applicable equity award plan to cover the tax liability incurred in connection with the delivery of shares underlying restricted stock units.

	/s/ Gregory A. Hann, as Attorney-in-Fact	10/04/2012
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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