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