Wesco Aircraft Holdings, Inc.
|
(Name of Issuer)
|
Common Stock, par value
|
$0.001 per share
|
(Title of Class of Securities)
|
950814103
|
(CUSIP Number)
|
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications) |
August 8, 2019
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 950814103
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Platinum Equity Capital Partners International IV (Cayman), L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☑
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
40,952,6831
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,952,683 (see Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.1%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 950814103
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Platinum Equity Partners International IV (Cayman), L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☑
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
40,952,6833
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,952,683 (see Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.14
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 950814103
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Platinum Equity Investment Holdings IV (Cayman), LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☑
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
40,952,6835
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,952,683 (see Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.1%6
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
(OO) (Limited Liability Company)
|
|
|
|||
|
|
CUSIP No. 950814103
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Platinum Equity Investment Holdings IV, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☑
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
40,952,6837
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,952,683 (see Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.18
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO (Limited Liability Company)
|
|
|
|||
|
|
CUSIP No. 950814103
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Platinum Equity Investment Holdings IV Manager, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☑
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
40,952,6839
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,952,683 (see Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.110
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO (Limited Liability Company)
|
|
|
|||
|
|
CUSIP No. 950814103
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Platinum Equity InvestCo, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☑
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
40,952,68311
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,952,683 (see Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.112
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 950814103
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Platinum Equity Investment Holdings IC (Cayman), LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☑
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
40,952,68313
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,952,683 (see Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.114
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO (Limited Liability Company)
|
|
|
|||
|
|
CUSIP No. 950814103
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Platinum InvestCo (Cayman), LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☑
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
40,952,68315
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,952,683 (see Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.116
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO (Limited Liability Company)
|
|
|
|||
|
|
CUSIP No. 950814103
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Platinum Equity Investment Holdings, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☑
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
40,952,68317
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,952,683 (see Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.118
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO (Limited Liability Company)
|
|
|
|||
|
|
CUSIP No. 950814103
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Platinum Equity, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☑
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
40,952,68319
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,952,683 (see Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.1%20
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO (Limited Liability Company)
|
|
|
|||
|
|
CUSIP No. 950814103
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Tom Gores
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☑
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
40,952,68321
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,952,683 (see Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.1%22
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No. 950814103
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Wolverine Holdings Corporation
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☑
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
40,952,68323
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,952,683 (see Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.1%24
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No. 950814103
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Wolverine Intermediate Holding Corporation
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☑
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
40,952,68325
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,952,683 (see Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.1%26
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No. 950814103
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Wolverine Intermediate Holding II Corporation
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☑
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
40,952,68327
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
40,952,683 (see Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
41.1%28
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
Item 1. |
Security and Issuer
|
Item 2.
|
Identity and Background
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
Item 4. |
Purpose of Transaction
|
•
|
Each Share that is issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled pursuant to Section 2.1(b) of the Merger Agreement or Dissenting Shares (as defined in the
Merger Agreement), shall be automatically converted into the right to receive $11.05 in cash, without interest, subject to any withholding of Taxes (as defined in the Merger Agreement) required by applicable law as provided in Section 2.5
of the Merger Agreement (the “Merger Consideration”);
|
•
|
Each option to purchase Shares (each, a “Issuer Option”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, automatically and without any required action on the
part of the holder thereof, be cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the total number of Shares subject to the Issuer Option multiplied by (y) the excess, if
any, of the Merger Consideration over the per-share exercise price of such Issuer Option; provided that any such Issuer Option with respect to which the per-share exercise price subject thereto is equal to or greater than the Merger
Consideration shall be cancelled for no consideration;
|
•
|
Each award of Issuer restricted stock units (“Issuer RSUs”) that is outstanding immediately prior to the Effective Time shall become fully vested and shall, automatically and without any required action on the
part of the holder thereof or the Issuer, be cancelled and converted into the right to receive (without interest) an amount in cash equal to (x) the total number of Shares underlying such award of Issuer RSUs, multiplied by (y) the Merger
Consideration;
|
•
|
Each award of Issuer performance share units (“Issuer PSUs”) that is outstanding immediately prior to the Effective Time will be cancelled and converted into a fully vested right to receive (without interest) an amount in cash equal
to the product of (x) the Merger Consideration multiplied by (y) the Applicable Percentage (as defined in the Merger Agreement) of the target number of Shares underlying such Issuer PSUs;
|
•
|
Each unvested restricted Share that is outstanding immediately prior to the Effective Time shall become fully vested and convertible into a right to receive an amount in cash equal to the Merger Consideration;
and
|
•
|
Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one newly and validly issued, fully paid and non-assessable share of common stock
of the surviving corporation.
|
Item 5. |
Interest in Securities of the Issuer
|
(a) |
and (b) As of the date hereof, none of the Reporting Persons owns any Shares. For purposes of Rule 13d-3 under the Exchange Act, however, as a result of the Voting Agreements, the Reporting Persons may be
deemed to possess shared voting power over, and therefore beneficially own for purposes of Rule 13d-3, the 40,952,683 Shares that are beneficially owned by the Voting Agreement Parties. The 40,952,683 Shares over which the Reporting
Persons may be deemed to have shared voting power representing approximately 41.1% of the outstanding Shares. Notwithstanding the preceding, the Reporting Persons hereby disclaim beneficial ownership of all such Shares that are the
subject of the Voting Agreements and this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for any or all purposes, the beneficial owners of any such Shares that are the subject of the Voting
Agreements and covered by this Schedule 13D.
|
(c) |
Except as described in this Schedule 13D, there have been no transactions in the Shares effected by the Reporting Persons, or, to the best of the Reporting Persons’ knowledge, any person listed on Schedule
A hereto, during the last 60 days.
|
(d) |
Other than the parties to the Voting Agreements, to the best of the Reporting Persons’ knowledge, neither any Reporting Person nor any person listed on Schedule A hereto has or knows any other person
who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares beneficially owned by any Reporting Person.
|
(e) |
Not applicable.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7. |
Material to be Filed as Exhibits
|
Exhibit No.
|
Description
|
1
|
Agreement and Plan of Merger, dated August 8, 2019, by and among Wesco Holdings Aircraft, Inc., Wolverine Intermediate Holding II Corporation and Wolverine Merger Corporation (incorporated by reference to Exhibit
2.1 to the Current Report on Form 8-K filed by Wesco Holdings Aircraft, Inc. on August 9, 2019).
|
2
|
Form Voting and Support Agreement (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Wesco Holdings Aircraft, Inc. on August 9, 2019).
|
Joint Filing Agreement pursuant to Rule 13d-1(k).
|
|
4
|
Power of Attorney of Tom Gores (incorporated by reference to Exhibit 24 to the Form 3 filed by Tom Gores on October 19, 2018).
|
PLATINUM EQUITY CAPITAL PARTNERS INTERNATIONAL IV (CAYMAN), L.P.
|
||
By:
|
Platinum Equity Partners International IV (Cayman), L.P.
|
|
Its:
|
General Partner
|
|
By:
|
Platinum Equity Investment Holdings IV (Cayman), LLC
|
|
Its:
|
General Partner
|
|
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
PLATINUM EQUITY PARTNERS INTERNATIONAL IV (CAYMAN), L.P.
|
||
By:
|
Platinum Equity Investment Holdings IV (Cayman), LLC
|
|
Its:
|
General Partner
|
|
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
PLATINUM EQUITY INVESETMENT HOLDINGS IV (CAYMAN), LLC
|
||
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
PLATINUM EQUITY INVESTMENT HOLDINGS IV, LLC
|
||
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
PLATINUM EQUITY INVESTMENT HOLDINGS IV MANAGER, LLC
|
||
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
PLATINUM EQUITY INVESTCO, L.P.
|
||
By:
|
Platinum Equity Investment Holdings IC (Cayman), LLC
|
|
Its:
|
General Partner
|
|
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
PLATINUM EQUITY INVESTMENT HOLDINGS IC (CAYMAN), LLC
|
||
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
PLATINUM INVESTCO (CAYMAN), LLC
|
||
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
PLATINUM EQUITY INVESTMENT HOLDINGS, LLC
|
||
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
PLATINUM EQUITY, LLC
|
||
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
TOM GORES
|
||
By:
|
/s/ Mary Ann Sigler
|
|
Name: Mary Ann Sigler
|
||
Title: Attorney-in-Fact
|
WOLVERINE HOLDINGS CORPORATION
|
||
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
WOLVERINE INTERMEDIATE HOLDING CORPORATION
|
||
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
WOLVERINE INTERMEDIATE HOLDING II CORPORATION
|
||
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
Name |
Present Principal Occupation or Employment
|
|
Mary Ann Sigler
|
President, Treasurer and Director
|
|
Suneet Agarwal
|
Vice President and Secretary
|
|
Eva Kalawski
|
Vice President and Assistant Secretary
|
|
Stephen Zollo
|
Vice President
|
PLATINUM EQUITY CAPITAL PARTNERS INTERNATIONAL IV (CAYMAN), L.P.
|
||
By:
|
Platinum Equity Partners International IV (Cayman), L.P.
|
|
Its:
|
General Partner
|
|
By:
|
Platinum Equity Investment Holdings IV (Cayman), LLC
|
|
Its:
|
General Partner
|
|
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
PLATINUM EQUITY PARTNERS INTERNATIONAL IV (CAYMAN), L.P.
|
||
By:
|
Platinum Equity Investment Holdings IV (Cayman), LLC
|
|
Its:
|
General Partner
|
|
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
PLATINUM EQUITY INVESETMENT HOLDINGS IV (CAYMAN), LLC
|
||
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
PLATINUM EQUITY INVESTMENT HOLDINGS IV, LLC
|
||
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
PLATINUM EQUITY INVESTMENT HOLDINGS IV MANAGER, LLC
|
||
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
PLATINUM EQUITY INVESTCO, L.P.
|
||
By:
|
Platinum Equity Investment Holdings IC (Cayman), LLC
|
|
Its:
|
General Partner
|
|
By:
|
/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
||
Title: Assistant Secretary
|
PLATINUM EQUITY INVESTMENT HOLDINGS IC (CAYMAN), LLC
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By:
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/s/ Justin Maroldi
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Name: Justin Maroldi
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Title: Assistant Secretary
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PLATINUM INVESTCO (CAYMAN), LLC
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By:
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/s/ Justin Maroldi
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Name: Justin Maroldi
|
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Title: Assistant Secretary
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PLATINUM EQUITY INVESTMENT HOLDINGS, LLC
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||
By:
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/s/ Justin Maroldi
|
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Name: Justin Maroldi
|
||
Title: Assistant Secretary
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PLATINUM EQUITY, LLC
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By:
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/s/ Justin Maroldi
|
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Name: Justin Maroldi
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Title: Assistant Secretary
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TOM GORES
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By:
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/s/ Mary Ann Sigler
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Name: Mary Ann Sigler
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Title: Attorney-in-Fact
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WOLVERINE HOLDINGS CORPORATION
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By:
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/s/ Justin Maroldi
|
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Name: Justin Maroldi
|
||
Title: Assistant Secretary
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WOLVERINE INTERMEDIATE HOLDING CORPORATION
|
||
By:
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/s/ Justin Maroldi
|
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Name: Justin Maroldi
|
||
Title: Assistant Secretary
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WOLVERINE INTERMEDIATE HOLDING II CORPORATION
|
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By:
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/s/ Justin Maroldi
|
|
Name: Justin Maroldi
|
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Title: Assistant Secretary
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