0000769993-14-000554.txt : 20140916 0000769993-14-000554.hdr.sgml : 20140916 20140916191802 ACCESSION NUMBER: 0000769993-14-000554 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: Gross Bradley J. CENTRAL INDEX KEY: 0001447253 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34974 FILM NUMBER: 141106537 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 4 1 ownershipdoc09132014034357.xml X0306 4 2014-09-12-04:00 true 0001487990 AEROFLEX HOLDING CORP. ARX 0001447253 Gross Bradley J. C/O GOLDMAN, SACHS & CO. 200 WEST STREET NEW YORK NY 10282 true false false false Common Stock 2014-09-12-04:00 4 D false 13024025 D 0 I See footnotes The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any. On September 12, 2014, the Reporting Person resigned as a director of Aeroflex Holding Corp. (the " Company"). Pursuant to an agreement and plan of merger, dated as of May 19, 2014 by and among the Company, Cobham plc ("Cobham") and Army Acquisition Corp. ("Merger Sub"), a wholly-owned subsidiary of Cobham, as amended by Amendment No. 1 to the Merger Agreement, dated as of August 15, 2014, Merger Sub merged with and into the Company. The merger was consummated on September 12, 2014. The Company was the surviving corporation and, as a result of the merger, became a wholly-owned subsidiary of Cobham. Each share of the common stock, par value $0.01 per share of the Company issued and outstanding immediately prior to the effective time of the merger was cancelled and automatically converted into the right to receive $10.50 in cash, without interest, and less any applicable withholding taxes. /s/ Kevin P. Treanor, Attorney-in-fact 2014-09-16-04:00