0001104659-17-008176.txt : 20170210 0001104659-17-008176.hdr.sgml : 20170210 20170210160540 ACCESSION NUMBER: 0001104659-17-008176 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170210 DATE AS OF CHANGE: 20170210 GROUP MEMBERS: ALEX MURRAY GROUP MEMBERS: BRUCE WEINSTEIN GROUP MEMBERS: CARLYLE GROUP MANAGEMENT L.L.C. GROUP MEMBERS: CARLYLE HOLDINGS I GP INC. GROUP MEMBERS: CARLYLE HOLDINGS I GP SUB L.L.C. GROUP MEMBERS: CARLYLE HOLDINGS I L.P. GROUP MEMBERS: CHAD WALLACE GROUP MEMBERS: DANA WILKIN GROUP MEMBERS: DAVID L. SQUIER GROUP MEMBERS: FALCON AEROSPACE HOLDINGS, LLC GROUP MEMBERS: GEORGE & LISA HESS TRUST DATED OCTOBER 1, 2003 GROUP MEMBERS: GEORGE HESS GROUP MEMBERS: GREGORY DIETZ GROUP MEMBERS: HAL WEINSTEIN GROUP MEMBERS: HAN SUN CHO GROUP MEMBERS: JAMES E. GRASON GROUP MEMBERS: JOHN P. JUMPER GROUP MEMBERS: JOHN SEGOVIA GROUP MEMBERS: JOSHUA JACK SNYDER EXEMPT TRUST U/T RANDY SNYDER 2005 GRANTO GROUP MEMBERS: JOSHUA JACK SNYDER EXEMPT TRUST U/T SUSAN SNYDER 2005 GRANTO GROUP MEMBERS: JUSTIN HENRY SNYDER EXEMPT TRUST U/T RANDY SNYDER 2005 GRANT GROUP MEMBERS: JUSTIN HENRY SNYDER EXEMPT TRUST U/T SUSAN SNYDER 2005 GRANT GROUP MEMBERS: LEE LIVING TRUST GROUP MEMBERS: PAUL E. FULCHINO GROUP MEMBERS: RANDY J. SNYDER GROUP MEMBERS: RANDY SNYDER 2009 EXTENDED FAMILY TRUST GROUP MEMBERS: ROBERT D. PAULSON GROUP MEMBERS: SHERYL KNIGHTS GROUP MEMBERS: SHIRLEY WARNER GROUP MEMBERS: SUSAN SNYDER 2009 EXTENDED FAMILY TRUST GROUP MEMBERS: TC GROUP IV MANAGING GP, L.L.C. GROUP MEMBERS: TC GROUP, L.L.C. GROUP MEMBERS: TODD IAN SNYDER EXEMPT TRUST U/T RANDY SNYDER 2005 GRANTOR T GROUP MEMBERS: TODD IAN SNYDER EXEMPT TRUST U/T SUSAN SNYDER 2005 GRANTOR T GROUP MEMBERS: TOMMY LEE GROUP MEMBERS: VICTORIA J. CONNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Wesco Aircraft Holdings, Inc CENTRAL INDEX KEY: 0001378718 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE [5072] IRS NUMBER: 205441563 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86472 FILM NUMBER: 17593244 BUSINESS ADDRESS: STREET 1: 24911 AVENUE STANFORD CITY: VALENCIA STATE: CA ZIP: 91355 BUSINESS PHONE: 661-775-7200 MAIL ADDRESS: STREET 1: 24911 AVENUE STANFORD CITY: VALENCIA STATE: CA ZIP: 91355 FORMER COMPANY: FORMER CONFORMED NAME: Wesco Holdings Inc DATE OF NAME CHANGE: 20061019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Carlyle Group L.P. CENTRAL INDEX KEY: 0001527166 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 452832612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202 729 5626 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 SC 13G/A 1 a17-4174_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

 

Under the Securities Exchange Act of 1934
(Amendment No.  5)*

 

Wesco Aircraft Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

950814103

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
The Carlyle Group L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
23,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
23,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
23,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
23.4%

 

 

12

Type of Reporting Person
PN

 

2



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Carlyle Group Management L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
23,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
23,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
23,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
23.4%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

3



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Carlyle Holdings I GP Inc.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
23,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
23,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
23,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
23.4%

 

 

12

Type of Reporting Person
CO

 

4



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Carlyle Holdings I GP Sub L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
23,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
23,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
23,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
23.4%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

5



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Carlyle Holdings I L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
23,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
23,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
23,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
23.4%

 

 

12

Type of Reporting Person
PN

 

6



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
TC Group, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
23,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
23,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
23,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
23.4%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

7



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
TC Group IV Managing GP, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
23,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
23,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
23,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
23.4%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

8



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Falcon Aerospace Holdings, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
23,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
23,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
23,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
23.4%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

9



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Han Sun Cho

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
51,739

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
51,739

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
51,739

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

10



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Victoria J. Conner

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
21,039

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
21,039

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
21,039

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

11



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Gregory Dietz

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
26,465

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
26,465

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
26,465

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

12



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Paul E. Fulchino

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
120,277

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
120,277

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
120,277

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

13



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
James E. Grason

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,000

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,000

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,000

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

14



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
George Hess

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

15



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
George and Lisa Hess Trust dated October 1, 2003

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Trust)

 

16



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
John P. Jumper

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
40,440

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
40,440

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
40,440

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

17



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Sheryl Knights

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
29,098

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
29,098

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
29,098

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

18



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Tommy Lee

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

19



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Lee Living Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Trust)

 

20



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Alex Murray

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United Kingdom

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
231,372

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
231,372

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
231,372

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.2%

 

 

12

Type of Reporting Person
IN

 

21



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Robert D. Paulson

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
83,998

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
83,998

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
83,998

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

22



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
John Segovia

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
11,136

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
11,136

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
11,136

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

23



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Randy J. Snyder

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
628,851

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
628,851

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
628,851

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.6%

 

 

12

Type of Reporting Person
IN

 

24



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Joshua Jack Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.3%

 

 

12

Type of Reporting Person
OO (Trust)

 

25



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Joshua Jack Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.3%

 

 

12

Type of Reporting Person
OO (Trust)

 

26



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Justin Henry Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.3%

 

 

12

Type of Reporting Person
OO (Trust)

 

27



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Justin Henry Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.3%

 

 

12

Type of Reporting Person
OO (Trust)

 

28



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Randy Snyder 2009 Extended Family Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,425,448

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,425,448

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,425,448

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

29



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Susan Snyder 2009 Extended Family Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,425,449

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,425,449

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,425,449

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

30



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Todd Ian Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.3%

 

 

12

Type of Reporting Person
OO (Trust)

 

31



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Todd Ian Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.3%

 

 

12

Type of Reporting Person
OO (Trust)

 

32



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
David L. Squier

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
59,429

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
59,429

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
59,429

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

33



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Chad Wallace

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,779

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,779

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,779

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

34



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Shirley Warner

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
19,542

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
19,542

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
19,542

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

35



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Bruce Weinstein

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
652

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
652

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
652

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

36



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Hal Weinstein

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

37



 

CUSIP No. 950814103

Schedule 13G

 

 

 

1

Names of Reporting Persons
Dana Wilkin

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
2,419

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
2,419

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,419

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

38



 

CUSIP No. 950814103

Schedule 13G

 

 

 

(a)

Name of Issuer
Wesco Aircraft Holdings, Inc. (the “Issuer”)

 

(a)

Address of Issuer’s Principal Executive Offices:
24911 Avenue Stanford

Valencia, CA 91355

 

Item 2.

 

(a)

Name of Person Filing:

 

Each of the following is hereinafter individually referred to as a “Carlyle Reporting Person” and collectively as the “Carlyle Reporting Persons.”  This statement is filed on behalf of:

 

 

Carlyle Group Management L.L.C.

The Carlyle Group L.P.

Carlyle Holdings I GP Inc.

Carlyle Holdings I GP Sub L.L.C.

Carlyle Holdings I L.P.

TC Group, L.L.C.

TC Group IV Managing GP, L.L.C.

Falcon Aerospace Holdings, LLC

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  This statement is also filed on behalf of:

 

 

Han Sun Cho

Victoria J. Conner

Gregory Dietz

Paul E. Fulchino

James E. Grason

George Hess

George and Lisa Hess Trust dated October 1, 2003

John P. Jumper

Sheryl Knights

Tommy Lee

Lee Living Trust

Alex Murray

Robert D. Paulson

John Segovia

Randy J. Snyder

Joshua Jack Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

Joshua Jack Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

Justin Henry Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

Justin Henry Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

Randy Snyder 2009 Extended Family Trust

Susan Snyder 2009 Extended Family Trust

Todd Ian Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

Todd Ian Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

David L. Squier

Chad Wallace

Shirley Warner

Bruce Weinstein

Hal Weinstein

Dana Wilkin

 

39



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

 

(b)

Address or Principal Business Office:

 

The business address of each of the Carlyle Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington, D.C. 20004-2505.

 

The address for each of the Reporting Persons is c/o Wesco Aircraft Holdings, Inc., 24911 Avenue Stanford, Valencia, CA 91355.

 

(c)

Citizenship of each Reporting Person is:
Each of the Carlyle Reporting Persons is organized in the state of Delaware.

 

Each of the Reporting Persons is a citizen of the United States of America, except the George and Lisa Hess Trust dated October 1, 2003, the Lee Living Trust, the Joshua Jack Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust, the Joshua Jack Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust, the Justin Henry Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust, the Justin Henry Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust, the Randy Snyder 2009 Extended Family Trust, the Susan Snyder 2009 Extended Family Trust, the Todd Ian Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust and the Todd Ian Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust, which are trusts organized in the State of California, and Alex Murray, who is a citizen of the United Kingdom.

 

(d)

Title of Class of Securities:
Common stock, $0.001 par value per share (“Common Stock”)

 

(e)

CUSIP Number:
950814103

 

40



 

CUSIP No. 950814103

Schedule 13G

 

 

 

Item 3.

 

 

 

Not applicable.

 

 

 

Item 4.

Ownership (a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2016, based upon 99,526,120 shares of the Issuer’s Common Stock outstanding as of January 31, 2017.

 

Reporting Person

 

Amount
beneficially
owned

 

Percent
of class:

 

Sole
power
to vote or
to direct
the vote:

 

Shared
power to
vote or to
direct the
vote:

 

Sole
power to
dispose or
to direct
the
disposition
of:

 

Shared
power to
dispose or
to direct
the
disposition
of:

 

Carlyle Group Management L.L.C. (1)

 

23,330,184

 

23.4

%

0

 

23,330,184

 

0

 

23,330,184

 

The Carlyle Group L.P. (1)

 

23,330,184

 

23.4

%

0

 

23,330,184

 

0

 

23,330,184

 

Carlyle Holdings I GP Inc. (1)

 

23,330,184

 

23.4

%

0

 

23,330,184

 

0

 

23,330,184

 

Carlyle Holdings I GP Sub L.L.C. (1)

 

23,330,184

 

23.4

%

0

 

23,330,184

 

0

 

23,330,184

 

Carlyle Holdings I L.P. (1)

 

23,330,184

 

23.4

%

0

 

23,330,184

 

0

 

23,330,184

 

TC Group, L.L.C. (1)

 

23,330,184

 

23.4

%

0

 

23,330,184

 

0

 

23,330,184

 

TC Group IV Managing GP, L.L.C. (1)

 

23,330,184

 

23.4

%

0

 

23,330,184

 

0

 

23,330,184

 

Falcon Aerospace Holdings, LLC (1)

 

23,330,184

 

23.4

%

0

 

23,330,184

 

0

 

23,330,184

 

Han Sun Cho (2)

 

51,739

 

0.1

%

51,739

 

0

 

51,739

 

0

 

Victoria J. Conner (3)

 

21,039

 

0.0

%

21,039

 

0

 

21,039

 

0

 

Gregory Dietz (4)

 

26,465

 

0.0

%

26,465

 

0

 

26,465

 

0

 

Paul E. Fulchino (5)

 

120,277

 

0.1

%

120,277

 

0

 

120,277

 

0

 

James E. Grason

 

1,000

 

0.0

%

1,000

 

0

 

1,000

 

0

 

George Hess

 

0

 

0.0

%

0

 

0

 

0

 

0

 

George and Lisa Hess Trust dated October 1, 2003

 

0

 

0.0

%

0

 

0

 

0

 

0

 

John P. Jumper

 

40,440

 

0.0

%

40,440

 

0

 

40,440

 

0

 

Sheryl Knights

 

29,098

 

0.0

%

29,098

 

0

 

29,098

 

0

 

Tommy Lee

 

0

 

0.0

%

0

 

0

 

0

 

0

 

Lee Living Trust

 

0

 

0.0

%

0

 

0

 

0

 

0

 

Alex Murray (6)

 

231,372

 

0.2

%

231,372

 

0

 

231,372

 

0

 

Robert D. Paulson (7)

 

83,998

 

0.1

%

83,998

 

0

 

83,998

 

0

 

John Segovia

 

11,136

 

0.0

%

11,136

 

0

 

11,136

 

0

 

Randy J. Snyder (8)

 

628,851

 

0.6

%

628,851

 

0

 

628,851

 

0

 

Joshua Jack Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

 

1,278,046

 

1.3

%

1,278,046

 

0

 

1,278,046

 

0

 

Joshua Jack Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

 

1,278,046

 

1.3

%

1,278,046

 

0

 

1,278,046

 

0

 

Justin Henry Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

 

1,278,046

 

1.3

%

1,278,046

 

0

 

1,278,046

 

0

 

Justin Henry Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

 

1,278,046

 

1.3

%

1,278,046

 

0

 

1,278,046

 

0

 

Randy Snyder 2009 Extended Family Trust

 

1,425,448

 

1.4

%

1,425,448

 

0

 

1,425,448

 

0

 

Susan Snyder 2009 Extended Family Trust

 

1,425,449

 

1.4

%

1,425,449

 

0

 

1,425,449

 

0

 

Todd Ian Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

 

1,278,046

 

1.3

%

1,278,046

 

0

 

1,278,046

 

0

 

Todd Ian Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

 

1,278,046

 

1.3

%

1,278,046

 

0

 

1,278,046

 

0

 

David L. Squier (9)

 

59,429

 

0.1

%

0

 

59,429

 

0

 

59,429

 

Chad Wallace

 

1,779

 

0.0

%

1,779

 

0

 

1,779

 

0

 

Shirley Warner

 

19,542

 

0.0

%

19,542

 

0

 

19,542

 

0

 

Bruce Weinstein

 

652

 

0.0

%

652

 

0

 

652

 

0

 

Hal Weinstein

 

0

 

0.0

%

0

 

0

 

0

 

0

 

Dana Wilkin

 

2,419

 

0.0

%

2,419

 

0

 

2,419

 

0

 

 

41



 

CUSIP No. 950814103

Schedule 13G

 

 


 

(1)           Falcon Aerospace Holdings, LLC. is the record holder of 23,330,184 shares of Common Stock. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the managing member of TC Group, L.L.C., which is the managing member of TC Group IV Managing GP, L.L.C., which is the managing member of Falcon Aerospace Holdings, LLC. Accordingly, each of these entities may be deemed to share beneficial ownership of the shares of common stock owned of record by Falcon Aerospace Holdings, LLC.

 

(2)           Includes 5,085 shares of common stock that are beneficially owned by Mr. Cho and the right to acquire up to 46,654 additional shares of common stock pursuant to options.

 

(3)           Includes 16,072 shares of common stock that are beneficially owned by Ms. Conner and the right to acquire up to 4,967 additional shares of common stock pursuant to options.

 

(4)           Includes 10,249 shares of common stock that are beneficially owned by Mr. Dietz and the right to acquire up to 16,216 additional shares of common stock pursuant to options.

 

(5)           Includes 113,752 shares of common stock that are beneficially owned by Mr. Fulchino and the right to acquire up to 6,525 additional shares of common stock pursuant to options.

 

(6)           Includes 105,387 shares of common stock that are beneficially owned by Mr. Murray and the right to acquire up to 125,985 additional shares of common stock pursuant to options.

 

(7)           Includes 78,778 shares of common stock that are beneficially owned by Mr. Paulson and the right to acquire up to 5,220 additional shares of common stock pursuant to options.

 

(8)           Includes 120,119 shares of common stock that are beneficially owned by Mr. Snyder and the right to acquire up to 508,732 additional shares of common stock pursuant to options.

 

(9)           Includes 50,429 shares held by the Squier Family Foundation and 9,000 shares held jointly with the reporting person’s spouse.

 

42



 

CUSIP No. 950814103

Schedule 13G

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

43



 

CUSIP No. 950814103

Schedule 13G

 

 

Item 10.

Certification.

 

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:      February 10, 2017

 

 

CARLYLE GROUP MANAGEMENT L.L.C.

 

 

 

 

By:

/s/ Daniel D’Aniello

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

 

 

 

 

 

 

THE CARLYLE GROUP L.P.

 

By: Carlyle Group Management L.L.C., its general partner

 

 

 

 

By:

/s/ Daniel D’Aniello

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

 

 

 

 

 

 

CARLYLE HOLDINGS I GP INC.

 

 

 

 

By:

/s/ Daniel D’Aniello

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

 

 

 

 

 

 

CARLYLE HOLDINGS I GP SUB L.L.C.

 

By: Carlyle Holdings I GP Inc., its managing member

 

 

 

 

By:

/s/ Daniel D’Aniello

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

 

 

 

 

 

 

CARLYLE HOLDINGS I L.P.

 

By: Carlyle Holdings I GP Sub L.L.C., its general partner

 

By: Carlyle Holdings I GP Inc., its managing member

 

 

 

 

By:

/s/ Daniel D’Aniello

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

44



 

CUSIP No. 950814103

Schedule 13G

 

 

 

TC GROUP, L.L.C.

 

By: Carlyle Holdings I L.P., its managing member

 

 

 

 

By:

/s/ Daniel D’Aniello

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

 

 

 

 

 

 

TC GROUP IV MANAGING GP, L.L.C.

 

 

 

 

By:

/s/ Jeremy W. Anderson

 

Name:

Jeremy W. Anderson

 

Title:

Authorized Person

 

 

 

 

 

 

 

FALCON AEROSPACE HOLDINGS, LLC

 

By: TC Group IV Managing GP, L.L.C., its Managing Member

 

 

 

 

By:

/s/ Jeremy W. Anderson

 

Name:

Jeremy W. Anderson

 

Title:

Authorized Person

 

 

 

 

 

 

 

Han Sun Cho

 

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Han Sun Cho

 

 

 

 

 

 

 

Victoria J. Conner

 

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Victoria J. Conner

 

 

 

 

 

 

 

Gregory Dietz

 

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Gregory Dietz

 

 

 

 

 

 

 

Paul E. Fulchino

 

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Paul E. Fulchino

 

45



 

CUSIP No. 950814103

Schedule 13G

 

 

 

James E. Grason

 

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

James E. Grason

 

 

 

 

 

 

 

George Hess

 

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

George Hess

 

 

 

 

 

 

 

George and Lisa Hess Trust dated October 1, 2003

 

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

George and Lisa Hess Trust dated October 1, 2003

 

 

 

 

 

 

 

John P. Jumper

 

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

John P. Jumper

 

 

 

 

 

 

 

Sheryl Knights

 

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Sheryl Knights

 

 

 

 

 

 

 

Tommy Lee

 

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Tommy Lee

 

 

 

 

 

 

 

Lee Living Trust

 

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

 Lee Living Trust

 

 

 

 

 

 

 

Alex Murray

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Alex Murray

 

46



 

CUSIP No. 950814103

Schedule 13G

 

 

 

Robert D. Paulson

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Robert D. Paulson

 

 

 

 

 

John Segovia

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

John Segovia

 

 

 

 

 

Randy J. Snyder

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Randy J. Snyder

 

 

 

 

 

Joshua Jack Snyder Exempt Trust

 

U/T Randy Snyder 2005 Grantor Trust

 

 

 

 by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Joshua Jack Snyder Exempt Trust

 

 

U/T Randy Snyder 2005 Grantor Trust

 

 

 

 

 

Joshua Jack Snyder Exempt Trust

 

U/T Susan Snyder 2005 Grantor Trust

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Joshua Jack Snyder Exempt Trust

 

 

U/T Susan Snyder 2005 Grantor Trust

 

 

 

 

 

Justin Henry Snyder Exempt Trust

 

U/T Randy Snyder 2005 Grantor Trust

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Justin Henry Snyder Exempt Trust

 

 

U/T Randy Snyder 2005 Grantor Trust

 

47



 

CUSIP No. 950814103

Schedule 13G

 

 

 

Justin Henry Snyder Exempt Trust

 

U/T Susan Snyder 2005 Grantor Trust

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Justin Henry Snyder Exempt Trust

 

 

U/T Susan Snyder 2005 Grantor Trust

 

 

 

Randy Snyder 2009 Extended Family Trust

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Randy Snyder 2009 Extended Family Trust

 

 

 

 

 

Susan Snyder 2009 Extended Family Trust

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Susan Snyder 2009 Extended Family Trust

 

 

 

 

 

Todd Ian Snyder Exempt Trust

 

U/T Randy Snyder 2005 Grantor Trust

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Todd Ian Snyder Exempt Trust

 

 

U/T Randy Snyder 2005 Grantor Trust

 

 

 

 

 

Todd Ian Snyder Exempt Trust

 

U/T Susan Snyder 2005 Grantor Trust

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Todd Ian Snyder Exempt Trust

 

 

U/T Susan Snyder 2005 Grantor Trust

 

 

 

 

 

David L. Squier

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

David L. Squier

 

 

 

 

 

Chad Wallace

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name:

Chad Wallace

 

48



 

CUSIP No. 950814103

Schedule 13G

 

 

 

Shirley Warner

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name: Shirley Warner

 

 

 

 

 

Bruce Weinstein

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name: Bruce Weinstein

 

 

 

 

 

Hal Weinstein

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name: Hal Weinstein

 

 

 

 

 

Dana Wilkin

 

 

 

by:

/s/ John G. Holland, attorney-in-fact

 

Name: Dana Wilkin

 

49



 

CUSIP No. 950814103

Schedule 13G

 

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

24.1

 

Power of Attorney of the Carlyle Reporting Persons

 

 

 

24.2

 

Power of Attorney of the Reporting Persons (incorporated by reference to Exhibit 24.2 to the Schedule 13G filed by the Reporting Persons on February 14, 2012).

 

 

 

99

 

Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 14, 2013).

 

50


EX-24.1 2 a17-4174_1ex24d1.htm EX-24.1

Exhibit 24.1

 

POWER OF ATTORNEY

 

The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute and file certain federal and state securities laws filings.

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of  Joanne Cosiol and Anne Frederick, or either of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)        prepare, execute in the name of each Carlyle Company and on behalf of each Carlyle Company, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of Forms D (“Form D”) required to be filed in accordance with Rule 503 (“Rule 503”) promulgated with respect to Sections 4(2), 4(6) and 3(b) of the Securities Act of 1933 (the “1933 Act”) and reports required by Sections 13(d), 13(f), and 16(a) of the Securities Exchange Act of 1934 (the “1934 Act”) or any rule or regulation of the SEC;

 

(2)        prepare and execute for and on behalf of each Carlyle Company, in the undersigned’s capacity as a Chairman, authorized person, officer and/or director of each Carlyle Company, federal and state securities laws filings including without limitation Forms D pursuant to Rule 503 and Schedules 13D and 13G and Forms 3, 4, 5, and 13F in accordance with Sections 13(d), 13(f), and 16(a) of the 1934 Act and the rules thereunder;

 

(3)        do and perform any and all acts for and on behalf of each Carlyle Company which may be necessary or desirable to complete and execute any such federal and state securities laws filings including without limitation Forms D, Schedules 13D and 13G and Forms 3, 4, 5, and 13F, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and the securities administrators of any state, the District of Columbia, the Commonwealth of Puerto Rico, Guam and the United States Virgin Islands or their designees and any stock exchange or similar authority; and

 

(4)        take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted, whether the same needs to be executed, taken or done by him in his capacity as a current or former member, partner, shareholder, director or officer of any company, partnership, corporation, organization, firm, branch or other entity connected with, related to or affiliated with any of the entities constituting the Carlyle Companies or entities that directly or indirectly hold interests in the Carlyle Companies.

 



 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with federal and state securities laws, including without limitation Rule 503 of the 1933 Act or Section 13 and Section 16 of the 1934 Act.

 

This Power of Attorney and all authority conferred hereby shall not be terminated by operation of law, whether by the death or incapacity of the undersigned or by occurrence of any other event.  Actions taken by an attorney-in-fact pursuant to this Power of Attorney shall be as valid as if any event described in the preceding sentence had not occurred, whether or not the attorney-in-fact shall have received notice of such event.  Notwithstanding the foregoing, (i) in the event that an attorney-in-fact is no longer employed by The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney and all authority conferred hereby shall be immediately terminated with respect to such Attorney, and (ii) the undersigned may terminate or revoke this Power of Attorney at any time.

 

For purposes hereof, the “Carlyle Companies” shall consist of:  (i) Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.P., Carlyle Holdings III GP Management L.L.C., Carlyle Holdings III GP L.P., Carlyle Holdings III GP Sub L.L.C., Carlyle Holdings III L.P., TC Group L.L.C., TC Group Investment Holdings, L.P., TC Group Cayman Investment Holdings L.P., TC Group Cayman L.P., TC Group Sub L.P., TC Group Investment Holdings Sub L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group Cayman Sub L.P. and (ii) the subsidiaries and affiliates of the foregoing in clause (i), including without limitation investment funds sponsored directly or indirectly by one or more of the Carlyle Companies.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of February 2017.

 

 

/s/ Daniel A. D’Aniello

 

Name:

Daniel A. D’Aniello

 

Title:

Chairman