0000902664-14-003833.txt : 20140916 0000902664-14-003833.hdr.sgml : 20140916 20140916175155 ACCESSION NUMBER: 0000902664-14-003833 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140912 FILED AS OF DATE: 20140916 DATE AS OF CHANGE: 20140916 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AEROFLEX HOLDING CORP. CENTRAL INDEX KEY: 0001487990 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 010899019 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 35 SOUTH SERVICE ROAD STREET 2: P.O. BOX 6022 CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 516 694 6700 MAIL ADDRESS: STREET 1: 35 SOUTH SERVICE ROAD STREET 2: P.O. BOX 6022 CITY: PLAINVIEW STATE: NY ZIP: 11803 FORMER COMPANY: FORMER CONFORMED NAME: AX HOLDING CORP. DATE OF NAME CHANGE: 20100325 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ASHE PRESCOTT CENTRAL INDEX KEY: 0001212445 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34974 FILM NUMBER: 141106279 4 1 p14-1924form4.xml PRESCOTT ASHE X0306 4 2014-09-12 1 0001487990 AEROFLEX HOLDING CORP. ARX 0001212445 ASHE PRESCOTT ONE EMBARCADERO CENTER 39TH FLOOR SAN FRANCISCO CA 94111 1 0 1 0 Common Stock, par value $0.01 per share 2014-09-12 4 D 0 15504791 D 0 I See footnotes Includes shares of common stock, par value $0.01 per share, of the Issuer (the "Common Stock") beneficially owned as a result of the pro rata increase in membership interests in VGG Holding LLC ("VGG") resulting from the redemption by VGG on December 27, 2012 of certain of its outstanding membership interests not held by the Reporting Person. Disposed of pursuant to the Agreement and Plan of Merger between Aeroflex Holding Corp. (the "Issuer") and Cobham plc in exchange for $10.50 in cash, without interest, for each share of Common Stock. Includes shares of Common Stock held indirectly (through their ownership in VGG) by (a) Golden Gate Capital Investment Fund II, L.P., (b) Golden Gate Capital Investment Annex Fund II, L.P., (c) Golden Gate Capital Investment Fund II (AI), L.P., (d) Golden Gate Capital Investment Annex Fund II (AI), L.P., (e) Golden Gate Capital Associates II-QP, LLC, (f) Golden Gate Capital Associates II-AI, LLC, (g) CCG AV, LLC - Series A, (h) CCG AV, LLC - Series C, (i) CCG AV, LLC - Series I and (j) CCG AV, LLC - Series E. The entities listed in clauses (a) through (f) are managed by Golden Gate Capital Management II, L.L.C., and the entities listed in clauses (g) through (j) are managed by Golden Gate Capital Management, L.L.C. (together with the entities listed in clauses (a) through (j) and Golden Gate Capital Management II, L.L.C., the "Golden Gate Entities"). Mr. Ashe is a Managing Director of an affiliate of both Golden Gate Capital Management, L.L.C. and Golden Gate Capital Management II, L.L.C. and may be deemed to be the beneficial owner of the Golden Gate Entities. Mr. Ashe disclaims beneficial ownership in the shares owned by VGG, except to the extent of his pecuniary interest therein. /s/ Prescott Ashe 2014-09-16