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