0000919574-17-001758.txt : 20170214 0000919574-17-001758.hdr.sgml : 20170214 20170214094950 ACCESSION NUMBER: 0000919574-17-001758 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Spirit AeroSystems Holdings, Inc. CENTRAL INDEX KEY: 0001364885 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 202436320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82329 FILM NUMBER: 17603298 BUSINESS ADDRESS: STREET 1: 3801 SOUTH OLIVER CITY: WICHITA STATE: KS ZIP: 67210 BUSINESS PHONE: 316.526.9000 MAIL ADDRESS: STREET 1: 3801 SOUTH OLIVER CITY: WICHITA STATE: KS ZIP: 67210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Darsana Capital Partners LP CENTRAL INDEX KEY: 0001609098 IRS NUMBER: 320432384 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-589-5300 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 d7400065_13g-a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*


Spirit AeroSystems Holdings, Inc.
(Name of Issuer)


Class A Common Stock, $0.01 par value
(Title of Class of Securities)


848574109
(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:
[_]  Rule 13d-1(b)

[X]  Rule 13d-1(c)

[_]  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
848574109
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Darsana Capital Partners LP
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
9,000,000
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
9,000,000
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
9,000,000
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
7.4%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
 


CUSIP No
848574109
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Darsana Capital Partners GP LLC
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
9,000,000
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
9,000,000
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
9,000,000
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
7.4%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, OO
 


CUSIP No
848574109
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Darsana Master Fund LP
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Cayman Islands
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
9,000,000
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
9,000,000
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
9,000,000
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
7.4%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
 
 


CUSIP No
848574109
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Darsana Capital GP LLC
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
3.
SEC USE ONLY
 
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
9,000,000
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
9,000,000
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
9,000,000
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
7.4%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, OO
 
 
       


CUSIP No
848574109
   
 
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Anand Desai
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
3.
SEC USE ONLY
 
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
United States of America
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
9,000,000
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
9,000,000
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
9,000,000
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
7.4%
 
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
HC, IN
 
 


 
CUSIP No
 
848574109
   

Item 1.
(a).
Name of Issuer:
 
       
   
Spirit AeroSystems Holdings, Inc.
 

 
(b).
Address of Issuer's Principal Executive Offices:
 
       
   
3801 South Oliver
Wichita, Kansas  67210
 

Item 2.
(a).
Name of Person Filing:
 
       
   
Darsana Capital Partners LP
Darsana Capital Partners GP LLC
Darsana Master Fund LP
Darsana Capital GP LLC
Anand Desai
 

 
(b).
Address of Principal Business Office, or if None, Residence:
 
       
   
40 West 57th Street, 15th Floor
New York, New York 10019
 

 
(c).
Citizenship:
 
Darsana Capital Partners LP - Delaware
Darsana Capital Partners GP LLC -Delaware
Darsana Master Fund LP - Cayman Islands
Darsana Capital GP LLC - Delaware
Anand Desai – United States of America
 
(d).
Title of Class of Securities:
 
       
   
Class A Common Stock, $0.01 par value
 

 
(e).
CUSIP Number:
 
       
   
848574109
 

Item 3.
 
If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 
(a)
[_]
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

 
(b)
[_]
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

 
(d)
[_]
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
(e)
[_]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);



 
(g)
[_]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 
(i)
[_]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
[_]
Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

Item 4.
Ownership.

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:

   
9,000,000 shares deemed beneficially owned by Darsana Capital Partners LP
9,000,000 shares deemed beneficially owned by Darsana Capital Partners GP LLC
9,000,000 shares deemed beneficially owned by Darsana Master Fund LP
9,000,000 shares deemed beneficially owned by Darsana Capital GP LLC
9,000,000 shares deemed beneficially owned by Anand Desai

 
(b)
Percent of class:

   
7.4% deemed beneficially owned by Darsana Capital Partners LP
7.4% deemed beneficially owned by Darsana Capital Partners GP LLC
7.4% deemed beneficially owned by Darsana Master Fund LP
7.4% deemed beneficially owned by Darsana Capital GP LLC
7.4% deemed beneficially owned by Anand Desai

 
(c)
Number of shares as to which Darsana Capital Partners LP has:

   
(i)
Sole power to vote or to direct the vote
0
         
   
(ii)
Shared power to vote or to direct the vote
9,000,000
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
         
   
(iv)
Shared power to dispose or to direct the disposition of
9,000,000

   
Number of shares as to which Darsana Capital Partners GP LLC has:
     
   
(i)
Sole power to vote or to direct the vote
0
         
   
(ii)
Shared power to vote or to direct the vote
9,000,000
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
         
   
(iv)
Shared power to dispose or to direct the disposition of
9,000,000

   
Number of shares as to which Darsana Master Fund LP has:
     
   
(i)
Sole power to vote or to direct the vote
0
         
   
(ii)
Shared power to vote or to direct the vote
9,000,000
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
         
   
(iv)
Shared power to dispose or to direct the disposition of
9,000,000



   
Number of shares as to which Darsana Capital GP LLC has:

   
(i)
Sole power to vote or to direct the vote
0
         
   
(ii)
Shared power to vote or to direct the vote
9,000,000
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
         
   
(iv)
Shared power to dispose or to direct the disposition of
9,000,000

   
Number of shares as to which Anand Desai has:

   
(i)
Sole power to vote or to direct the vote
0
         
   
(ii)
Shared power to vote or to direct the vote
9,000,000
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
         
   
(iv)
Shared power to dispose or to direct the disposition of
9,000,000
Item 5.
Ownership of Five Percent or Less of a Class.

 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].
 
 
N/A
 

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
N/A
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
N/A
   



Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
 
N/A
   

Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
N/A
   
Item 10.
Certification.

 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.



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.

 
February 14, 2017
 
(Date)
     
Darsana Capital Partners LP*
By Darsana Capital Partners GP LLC,
Its General Partner
 
/s/ Anand Desai
Signature

Anand Desai
Chief Executive Officer
 
Darsana Capital Partners GP LLC*
 
/s/ Anand Desai
Signature

Anand Desai
Chief Executive Officer
     
Darsana Master Fund LP
By Darsana Capital GP LLC,
Its General Partner
 
/s/ Anand Desai
Signature

Anand Desai
Chief Executive Officer
     
Darsana Capital GP LLC*
 
/s/ Anand Desai
Signature

Anand Desai
Chief Executive Officer
     
Anand Desai*
 
/s/ Anand Desai
Signature
 
 
*The Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.


Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G Amendment dated February 14, 2017 relating to the Class A Common Stock, $0.01 par value of Spirit AeroSystems Holdings, Inc. shall be filed on behalf of the undersigned.

Darsana Capital Partners LP
By Darsana Capital Partners GP LLC,
Its General Partner
 
/s/ Anand Desai
Signature

Anand Desai
Chief Executive Officer
 
Darsana Capital Partners GP LLC
 
/s/ Anand Desai
Signature

Anand Desai
Chief Executive Officer
     
Darsana Master Fund LP
By Darsana Capital GP LLC,
Its General Partner
 
/s/ Anand Desai
Signature

Anand Desai
Chief Executive Officer
     
Darsana Capital GP LLC
 
/s/ Anand Desai
Signature

Anand Desai
Chief Executive Officer
     
Anand Desai
 
/s/ Anand Desai
Signature
 
 

SK 28325 0001 7400065