X0203 3 2010-11-18 0 0001487990 AEROFLEX HOLDING CORP. ARX 0001385251 Golden Gate Capital Management II, L.L.C. ONE EMBARCADERO CENTER 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001489498 Golden Gate Capital Investment Fund II, L.P. ONE EMBARCADERO CENTER 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001399208 Golden Gate Capital Investment Annex Fund II LP ONE EMBARCADERO CENTER 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001489501 Golden Gate Capital Investment Fund II (AI), L.P. ONE EMBARCADERO CENTER 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001398778 GOLDEN GATE CAPITAL INVESTMENT ANNEX FUND II AI L P ONE EMBARCADERO CENTER 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001489503 Golden Gate Capital Associates II-QP, L.L.C. ONE EMBARCADERO CENTER 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001489505 Golden Gate Capital Associates II-AI, L.L.C. ONE EMBARCADERO CENTER 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Common Stock, par value $0.01 15245521 I See Notes Includes shares of common stock held indirectly (through their ownership in VGG Holding LLC ("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"). Each of the Golden Gate Entities disclaims beneficial ownership in the shares owned by VGG, except to the extent of its pecuniary interest therein. Concurrently with the consummation of the initial public offering of Aeroflex Holding Corp. ("Aeroflex Holding"), VGG will issue Class B-1 membership interests representing an aggregate of 0.3% of the membership interests of VGG to certain members of Aeroflex Holding's management. Pursuant to the terms of the limited liability company agreement of VGG, the issuance of such Class B-1 membership interests will reduce the percentage of the membership interests of VGG held by the holders of Class A membership interests of VGG on a pro rata basis. Following such reduction and the consummation of Aeroflex Holding's initial public offering, the Golden Gate Entities will indirectly beneficially own 15,195,250 shares of Common Stock of Aeroflex Holding that are held by VGG. Form 1 of 2. Exhibit List: Exhibit 24.1 - Power of Attorney, Exhibit 24.2 - Power of Attorney. /s/ Jeremy M. Veit, by power of attorney 2010-11-18