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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

SHIBA KERRY A

(Last)

(First)

(Middle)

C/O WESCO AIRCRAFT HOLDINGS, INC.

24911 AVENUE STANFORD

(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)
	Executive Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2020

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	01/09/2020		D		45,711⁽¹⁾	D	⁽¹⁾	0	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)
Restricted Stock Units	⁽²⁾	01/09/2020		D			29,817	⁽²⁾	⁽²⁾	Common Stock	29,817	$0	0	D
Performance Share Units	⁽³⁾	01/09/2020		D			61,030	⁽³⁾	⁽³⁾	Common Stock	61,030	$0	0	D
Employee Stock Options (right to buy)	$9.55	01/09/2020		D			40,233	⁽⁴⁾	10/02/2027	Common Stock	40,233	⁽⁵⁾	0	D

Explanation of Responses:

1. Pursuant to that certain Agreement and Plan of Merger, dated August 8, 2019 (the "Merger Agreement") by and among Wolverine Intermediate Holding II Corporation ("Parent"), Wolverine Merger Corporation, and the Issuer, the Issuer became a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time"). At the Effective Time, each share of the Issuer's Common Stock (including each restricted share) was automatically converted into the right to receive $11.05 in cash (the "Merger Consideration").

2. At the Effective Time, each Restricted Stock Unit, whether vested or unvested, became fully vested and non-forfeitable and converted into a right to receive an amount in cash equal to the Merger Consideration.

3. At the Effective Time each Performance Share Unit ("PSU") was cancelled and converted into a fully vested right to receive a cash amount equal to the Merger Consideration multiplied by the Applicable Percentage (as that term is defined in the Merger Agreement) of the target number of shares of Common Stock underlying the PSUs.

4. These options vest in three equal installments on September 30, 2018, 2019 and 2020.

5. At the Effective Time, each Employee Stock Option, whether vested or unvested, automatically converted into the right to receive cash in the amount equal to the amount the Merger Consideration exceeds the exercise price per share of such Employee Stock Option.

	/s/ John G. Holland, Attorney-in-fact	01/13/2020
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.