UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

WESCO AIRCRAFT HOLDINGS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

950814103

(CUSIP Number)

December 31, 2013

(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

 

 

 

 

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
29,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
29,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
29,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
30.6%

 

 

12

Type of Reporting Person
PN

 

1



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
29,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
29,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
29,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
30.6%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

2



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

Names of Reporting Persons
Carlyle Holdings II 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
29,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
29,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
29,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
30.6%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

3



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

Names of Reporting Persons
Carlyle Holdings II 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
Québec

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
29,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
29,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
29,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
30.6%

 

 

12

Type of Reporting Person
OO (Québec société en commandit)

 

4



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

Names of Reporting Persons
TC Group Cayman Investment Holdings, 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
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
29,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
29,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
29,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
30.6%

 

 

12

Type of Reporting Person
PN

 

5



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

Names of Reporting Persons
TC Group Cayman Investment Holdings Sub 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
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
29,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
29,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
29,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
30.6%

 

 

12

Type of Reporting Person
PN

 

6



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

Names of Reporting Persons
TC Group IV, 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
29,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
29,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
29,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
30.6%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

7



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

Names of Reporting Persons
TC Group IV, 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
29,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
29,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
29,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
30.6%

 

 

12

Type of Reporting Person
PN

 

8



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

Names of Reporting Persons
Carlyle Partners IV 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
29,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
29,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
29,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
30.6%

 

 

12

Type of Reporting Person
PN

 

9



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
29,330,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
29,330,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
29,330,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
30.6%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

10



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

Names of Reporting Persons
Michael W. Allen

 

 

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
4,769

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
4,769

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,769

 

 

10

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

 

 

 

 

Names of Reporting Persons
Michael Battenfield

 

 

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
4,500

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
4,500

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,500

 

 

10

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

 

 

 

 

Names of Reporting Persons
Morris Benoun

 

 

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
37,392

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
37,392

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
37,392

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

13



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

Names of Reporting Persons
John Chalaris

 

 

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  o
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

 

 

 

 

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
168,794

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
168,794

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
168,794

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.2%

 

 

12

Type of Reporting Person
IN

 

15



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
3,951

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
3,951

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,951

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

16



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

Names of Reporting Persons
Frank Derasmo

 

 

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
7,068

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
7,068

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,068

 

 

10

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

 

 

 

 

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
29,170

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
29,170

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
29,170

 

 

10

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

 

 

 

 

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
91,732

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
91,732

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
91,732

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

19



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
7,396

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
7,396

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,396

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

20



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

Names of Reporting Persons
Margate Grantor Trust A

 

 

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  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Trust)

 

21



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

Names of Reporting Persons
Margate Grantor Trust B

 

 

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  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Trust)

 

22



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
121,225

 

6

Shared Voting Power
3,670

 

7

Sole Dispositive Power
121,225

 

8

Shared Dispositive Power
3,670

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
124,895

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

23



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
3,670

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
3,670

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,670

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Trust)

 

24



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
34,882

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
34,882

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
34,882

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

25



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
33,698

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
33,698

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
33,698

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

26



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

Names of Reporting Persons
Mark Kuntz

 

 

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
7,157

 

6

Shared Voting Power
69,110

 

7

Sole Dispositive Power
7,157

 

8

Shared Dispositive Power
69,110

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
76,267

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

27



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
121,825

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
121,825

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
121,825

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

28



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
121,825

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
121,825

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
121,825

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
OO (Trust)

 

29



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
161,757

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
161,757

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
161,757

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.2%

 

 

12

Type of Reporting Person
IN

 

30



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
64,469

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
64,469

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
64,469

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

31



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
53,290

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
53,290

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,290

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

32



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
1,209,706

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,209,706

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,209,706

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.2%

 

 

12

Type of Reporting Person
IN

 

33



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.3%

 

 

12

Type of Reporting Person
OO (Trust)

 

34



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.3%

 

 

12

Type of Reporting Person
OO (Trust)

 

35



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.3%

 

 

12

Type of Reporting Person
OO (Trust)

 

36



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.3%

 

 

12

Type of Reporting Person
OO (Trust)

 

37



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.5%

 

 

12

Type of Reporting Person
OO (Trust)

 

38



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.5%

 

 

12

Type of Reporting Person
OO (Trust)

 

39



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.3%

 

 

12

Type of Reporting Person
OO (Trust)

 

40



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.3%

 

 

12

Type of Reporting Person
OO (Trust)

 

41



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
76,513

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
76,513

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
76,513

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

42



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
30,760

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
30,760

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
30,760

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

43



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

44



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
4,352

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
4,352

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,352

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

45



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

Names of Reporting Persons
SJB 2012 Insurance 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  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Trust)

 

46



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

Names of Reporting Persons
Bruce and Aida Weinstein 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
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  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Trust)

 

47



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
704,551

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
704,551

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
704,551

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.7%

 

 

12

Type of Reporting Person
IN

 

48



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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
7,119

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
7,119

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,119

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

49



 

CUSIP No. 950814103

Schedule 13G

 

 

Item 1.

 

(a)

Name of Issuer:

 

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

 

(b)

Address of Issuer’s Principal Executive Offices:

 

27727 Avenue Scott

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 II GP L.L.C.

Carlyle Holdings II L.P.

TC Group Cayman Investment Holdings, L.P.

TC Group Cayman Investment Holdings Sub L.P.

TC Group IV, L.L.C.

TC Group IV, L.P.

Carlyle Partners IV, L.P.

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:

 

Michael W. Allen

Michael Battenfield

Morris Benoun

John Chalaris

Han Sun Cho

Victoria J. Conner

Frank Derasmo

Gregory Dietz

Paul E. Fulchino

James E. Grason

Margate Grantor Trust A

Margate Grantor Trust B

George Hess

 

50



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

George and Lisa Hess Trust dated October 1, 2003

John P. Jumper

Sheryl Knights

Mark Kuntz

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

SJB 2012 Insurance Trust

Bruce and Aida Weinstein Family Trust

Hal Weinstein

Dana Wilkin

 

(a)

Address or Principal Business Office:

 

The business address of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. is c/o Intertrust Corporate Services, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands. The business address of each of the other 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., 27727 Avenue Scott, Valencia, CA 91355.

 

(b)

Citizenship of each Reporting Person is:

 

TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. are organized in the Cayman Islands. Carlyle Holdings II L.P. is a Québec société en commandit.  Each of the other 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 Margate Grantor Trust A, the Margate Grantor Trust B, the George and Lisa Hess

 

51



 

CUSIP No. 950814103

Schedule 13G

 

 

 

 

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, the Todd Ian Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust, the SJB 2012 Insurance Trust and the Bruce and Aida Weinstein Family Trust, which are trusts organized in the State of California, and Alex Murray, who is a citizen of the United Kingdom.

 

(c)

Title of Class of Securities:

 

Common stock, $0.001 par value per share (“Common Stock”)

 

(d)

CUSIP Number:

 

950814103

 

Item 3.

 

 

Not applicable.

 

52



 

CUSIP No. 950814103

Schedule 13G

 

 

Item 4.

 

 

Ownership (a-c)

 

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2013, based upon 95,884,470 shares of the Issuer’s Common Stock outstanding as of February 11, 2014.

 

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:

 

The Carlyle Group L.P. (1)

 

29,330,184

 

30.6

%

0

 

29,330,184

 

0

 

29,330,184

 

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

 

29,330,184

 

30.6

%

0

 

29,330,184

 

0

 

29,330,184

 

Carlyle Holdings II GP L.L.C. (1)

 

29,330,184

 

30.6

%

0

 

29,330,184

 

0

 

29,330,184

 

Carlyle Holdings II L.P. (1)

 

29,330,184

 

30.6

%

0

 

29,330,184

 

0

 

29,330,184

 

TC Group Cayman Investment Holdings, L.P. (1)

 

29,330,184

 

30.6

%

0

 

29,330,184

 

0

 

29,330,184

 

TC Group Cayman Investment Holdings Sub L.P. (1)

 

29,330,184

 

30.6

%

0

 

29,330,184

 

0

 

29,330,184

 

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

 

29,330,184

 

30.6

%

0

 

29,330,184

 

0

 

29,330,184

 

TC Group IV, L.P. (1)

 

29,330,184

 

30.6

%

0

 

29,330,184

 

0

 

29,330,184

 

Carlyle Partners IV L.P. (1)

 

29,330,184

 

30.6

%

0

 

29,330,184

 

0

 

29,330,184

 

Falcon Aerospace Holdings, LLC (1)

 

29,330,184

 

30.6

%

0

 

29,330,184

 

0

 

29,330,184

 

Michael W. Allen (2)

 

4,769

 

0.0

%

4,769

 

0

 

4,769

 

0

 

Michael Battenfield (3)

 

4,500

 

0.0

%

4,500

 

0

 

4,500

 

0

 

Morris Benoun (4)

 

37,392

 

0.0

%

37,392

 

0

 

37,392

 

0

 

John Chalaris

 

0

 

0.0

%

0

 

0

 

0

 

0

 

Han Sun Cho (5)

 

168,794

 

0.2

%

168,794

 

0

 

168,794

 

0

 

Victoria J. Conner (6)

 

3,951

 

0.0

%

3,951

 

0

 

3,951

 

0

 

Frank Derasmo (7)

 

7,068

 

0.0

%

7,068

 

0

 

7,068

 

0

 

Gregory Dietz (8)

 

29,170

 

0.0

%

29,170

 

0

 

29,170

 

0

 

Paul E. Fulchino (9)

 

91,732

 

0.1

%

91,732

 

0

 

91,732

 

0

 

James E. Grason

 

7,396

 

0.0

%

7,396

 

0

 

7,396

 

0

 

Margate Grantor Trust A

 

0

 

0.0

%

0

 

0

 

0

 

0

 

Margate Grantor Trust B

 

0

 

0.0

%

0

 

0

 

0

 

0

 

George Hess (10)

 

124,895

 

0.1

%

121,225

 

3,670

 

121,225

 

3,670

 

George and Lisa Hess Trust dated October 1, 2003

 

3,670

 

0.0

%

3,670

 

0

 

3,670

 

0

 

John P. Jumper

 

34,882

 

0.0

%

34,882

 

0

 

34,882

 

0

 

Sheryl Knights

 

33,698

 

0.0

%

33,698

 

0

 

33,698

 

0

 

Mark Kuntz (11)

 

76,267

 

0.1

%

7,157

 

69,110

 

7,157

 

69,110

 

Tommy Lee (12)

 

121,825

 

0.1

%

0

 

121,825

 

0

 

121,825

 

Lee Living Trust

 

121,825

 

0.1

%

121,825

 

0

 

121,825

 

0

 

Alex Murray (13)

 

161,757

 

0.2

%

161,757

 

0

 

161,757

 

0

 

Robert D. Paulson (14)

 

64,469

 

0.1

%

64,469

 

0

 

64,469

 

0

 

John Segovia (15)

 

53,290

 

0.1

%

53,290

 

0

 

53,290

 

0

 

Randy J. Snyder (16)

 

1,209,706

 

1.2

%

1,209,706

 

0

 

1,209,706

 

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

 

 

53



 

CUSIP No. 950814103

Schedule 13G

 

 

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

 

1.5

%

1,425,448

 

0

 

1,425,448

 

0

 

Susan Snyder 2009 Extended Family Trust

 

1,425,449

 

1.5

%

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 (17)

 

76,513

 

0.1

%

76,513

 

0

 

76,513

 

0

 

Chad Wallace (18)

 

30,760

 

0.0

%

30,760

 

0

 

30,760

 

0

 

Shirley Warner

 

19,542

 

0.0

%

19,542

 

0

 

19,542

 

0

 

Bruce Weinstein (19)

 

4,352

 

0.0

%

4,352

 

0

 

4,352

 

0

 

SJB 2012 Insurance Trust

 

0

 

0.0

%

0

 

0

 

0

 

0

 

Bruce and Aida Weinstein Family Trust

 

0

 

0.0

%

0

 

0

 

0

 

0

 

Hal Weinstein (20)

 

704,551

 

0.7

%

704,551

 

0

 

704,551

 

0

 

Dana Wilkin (21)

 

7,119

 

0.0

%

7,119

 

0

 

7,119

 

0

 

 


(1)                   Falcon Aerospace Holdings, LLC. is the record holder of 53,480,184 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 managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the managing member of TC Group IV, L.L.C., which is the general partner of TC Group IV, L.P., which is the general partner of Carlyle Partners IV, L.P., which is the managing member of Falcon Aerospace Holdings, LLC.  Accordingly, each of these entities may be deemed to share beneficial ownership of the Common Stock owned of record by Falcon Aerospace Holdings, LLC.

 

(2)                   Includes 3,644 shares of common stock that are beneficially owned by Mr. Allen and the right to acquire up to 1,125 additional shares of common stock pursuant to options.

 

(3)                   Includes 3,375 shares of common stock that are beneficially owned by Mr. Battenfield and the right to acquire up to 1,125 additional shares of common stock pursuant to options.

 

(4)                   Includes 36,642 shares of common stock that are beneficially owned by Mr. Benoun and the right to acquire up to 750 additional shares of common stock pursuant to options.

 

(5)                   Includes 62,266 shares of common stock that are beneficially owned by Mr. Cho and the right to acquire up to 106,528 additional shares of common stock pursuant to options.

 

(6)                   Includes 2,826 shares of common stock that are beneficially owned by Ms. Conner and the right to acquire up to 1,125 additional shares of common stock pursuant to options.

 

54



 

CUSIP No. 950814103

Schedule 13G

 

 

(7)                   Includes 5,193 shares of common stock that are beneficially owned by Mr. Derasmo and the right to acquire up to 1,875 additional shares of common stock pursuant to options.

 

(8)                   Includes 24,689 shares of common stock that are beneficially owned by Mr. Dietz and the right to acquire up to 4,481 additional shares of common stock pursuant to options.

 

(9)                   Includes 85,207 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.

 

(10)            Includes 121,225 shares of common stock that are beneficially owned by Mr. Hess and 3,670 shares of common stock that are held by the George and Lisa Hess Trust.

 

(11)            Includes 5,282 shares of common stock that are beneficially owned by Mr. Kuntz, 69,110 shares of common stock that are held by the Kuntz-Wright Family Revocable Trust and Mr. Kuntz’s right to acquire up to 1,875 additional shares of common stock pursuant to options.

 

(12)            Consists of 121,825 shares of common stock that are held by the Lee Living Trust.

 

(13)            Includes 59,185 shares of common stock that are beneficially owned by Mr. Murray and the right to acquire up to 102,572 additional shares of common stock pursuant to options.

 

(14)            Includes 59,249 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.

 

(15)            Includes 20,203 shares of common stock that are beneficially owned by Mr. Segovia and the right to acquire up to 33,087 additional shares of common stock pursuant to options.

 

(16)            Includes 69,800 shares of common stock that are beneficially owned by Mr. Snyder and the right to acquire up to 1,139,906 additional shares of common stock pursuant to options.

 

(17)            Includes 69,988 shares of common stock that are beneficially owned by Mr. Squier and the right to acquire up to 6,525 additional shares of common stock pursuant to options.

 

(18)            Includes 30,161 shares of common stock that are beneficially owned by Mr. Wallace and the right to acquire up to 599 additional shares of common stock pursuant to options.

 

(19)            Includes 3,227 shares of common stock that are beneficially owned by Mr. Weinstein, and Mr. Weinstein’s right to acquire up to 1,125 additional shares of common stock pursuant to options.

 

(20)            Includes 94,776 shares of common stock that are beneficially owned by Mr. Weinstein and Mr. Weinstein’s right to acquire up to 609,775 additional shares of common stock pursuant to options.

 

(21)            Includes 5,244 shares of common stock that are beneficially owned by Ms. Wilkin and the right to acquire up to 1,875 additional shares of common stock pursuant to options.

 

55



 

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.

 

56



 

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 14, 2014

 

 

CARLYLE GROUP MANAGEMENT L.L.C.

 

 

 

 

By:

/s/ Jeremy W. Anderson, attorney-in-fact

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

 

 

 

 

 

 

THE CARLYLE GROUP L.P.

 

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

 

 

 

 

By:

/s/ Jeremy W. Anderson, attorney-in-fact

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

 

 

 

 

 

 

CARLYLE HOLDINGS II GP L.L.C.

 

By: The Carlyle Group L.P., its managing member

 

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

 

 

 

 

By:

/s/ Jeremy W. Anderson, attorney-in-fact

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

 

 

 

 

 

 

CARLYLE HOLDINGS II L.P.

 

 

 

 

By:

/s/ Jeremy W. Anderson, attorney-in-fact

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

 

 

 

 

 

 

TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P.

 

By: Carlyle Holdings II L.P., its general partner

 

 

 

 

By:

/s/ Jeremy W. Anderson, attorney-in-fact

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

57



 

CUSIP No. 950814103

Schedule 13G

 

 

 

TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P.

 

By: TC Group Cayman Investment Holdings, L.P., its general partner

 

By: Carlyle Holdings II L.P., its general partner

 

 

 

 

By:

/s/ Jeremy W. Anderson, attorney-in-fact

 

Name:

Daniel D’Aniello