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^*

Lewelling John

(Last)

(First)

(Middle)

C/O SPIRIT AEROSYSTEMS HOLDINGS, INC.

3801 SOUTH OLIVER

(Street)

WICHITA

67210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Spirit AeroSystems Holdings, Inc. [ SPR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, AeroStructures Segment

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2008

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)
Class A Common Stock	05/07/2008		C		10,000	A	⁽³⁾	23,008⁽⁵⁾	D
Class A Common Stock	05/07/2008		S⁽⁶⁾		5,400	D	$30	17,608⁽⁵⁾	D
Class A Common Stock	05/07/2008		S⁽⁶⁾		700	D	$30.01	16,908⁽⁵⁾	D
Class A Common Stock	05/07/2008		S⁽⁶⁾		100	D	$30.015	16,808⁽⁵⁾	D
Class A Common Stock	05/07/2008		S⁽⁶⁾		1,500	D	$30.02	15,308⁽⁵⁾	D
Class A Common Stock	05/07/2008		S⁽⁶⁾		400	D	$30.03	14,908⁽⁵⁾	D
Class A Common Stock	05/07/2008		S⁽⁶⁾		1,300	D	$30.04	13,608⁽⁵⁾	D
Class A Common Stock	05/07/2008		S⁽⁶⁾		600	D	$30.05	13,008⁽⁵⁾	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)
Class B Common Stock	⁽¹⁾	05/07/2008		C			10,000	02/20/2006	⁽²⁾	Class A Common Stock	10,000	⁽³⁾	78,882⁽⁴⁾	D

Explanation of Responses:

1. Each share of class B common stock, par value $0.01 of the issuer (the "Class B Common Stock") is convertible at any time, at the option of the holder, into one share of class A common stock, par value $0.01, of the issuer (the "Class A Common Stock").

2. No expiration

3. Conversion without consideration.

4. Includes 7,387 shares of Class B Common Stock which will vest on February 22, 2009, if the recipient of such shares continues to be employed by the issuer or any of its subsidiaries at that time.

5. Includes a restricted stock award which will vest annually at a rate of 33% beginning May 5, 2011, if the recipient of such shares continues to be employed by the issuer or any of its subsidiaries on each annual vesting date. If the recipient acquires an interest in all shares granted under the issuer's Executive Incentive Plan before 2010, these restricted shares will vest annually at a rate of 33% beginning May 5, 2010, if the recipient of such shares continues to be employed by the issuer or any of its subsidiaries at that time.

6. The sales reported in this Form 4 were effected pursuant to a Rule 10b-5 trading plan adopted by the reporting person on March 10, 2008.

	/s/ Gloria Farha Flentje, as Attorney-in-Fact for John Lewelling	05/08/2008
	** 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).
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