Page 4 of 6 – SEC Filing
| CUSIP No. 950814103 | SCHEDULE 13D/A | Page 4 of 6 Pages |
This Amendment No. 2 amends and supplements the Schedule 13D originally filed with the Securities and
Exchange Commission (the SEC) on February 27, 2015 (collectively, this Schedule 13D) by Thomas M. Bancroft III (Mr. Bancroft) and Makaira Partners, LLC
(Makaira and together, the Reporting Persons), as amended by Amendment No. 1 thereto, filed with the SEC by the Reporting Persons on May 31, 2017, in each case, with respect to the common stock, par
value $0.001 per share, of Wesco Aircraft Holdings, Inc. (Common Stock), a Delaware corporation (the Company). The filing of any amendment to this Schedule 13D shall not be construed to be an admission that a
material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
Item 3. Source or Amount of Funds or Other Consideration.
Item 3 of this Schedule 13D is hereby amended to add the following information:
Since May 26, 2017, private investment funds and separate accounts over which Makaira has discretionary trading authority (the
Makaira Clients) have purchased, in the aggregate, 1,398,510 shares of Common Stock at an aggregate purchase price (excluding trading commissions and related administrative costs) of $11,990,409. The source of funding for these
purchases was capital of the respective Makaira Clients.
In addition, since May 26, 2017, Mr. Bancrofts family members
have purchased, in the aggregate, 20,100 shares of Common Stock at an aggregate purchase price (excluding trading commissions and related administrative costs) of $170,425. The source of funding for these purchases was personal funds of such family
members.
In addition, since May 26, 2017, the Company has granted to Mr. Bancroft an aggregate of 9,101 shares of Common Stock
in connection with his service on the board of directors of the Company. These shares vest in quarterly increments through September 30, 2018.
Item 4. Purpose of Transaction.
Item 4
of this Schedule 13D is hereby amended to add the following information:
The information set forth in Item 3 above is incorporated by
reference into this Item 4.
The Common Stock beneficially owned by the Reporting Persons were acquired for investment purposes.
Item 5. Interest in Securities of the Issuer.
Item 5(a), 5(b) and 5(c) of this Schedule 13D is hereby amended and restated as follows:
| (a) | Calculation of percentage ownership reported in this Schedule 13D is based upon 99,513,305 shares of Common Stock outstanding as of January 31, 2018, as reported in the Quarterly Report on Form 10-Q filed by the Company on February 9, 2018. |
Makaira beneficially owns, in the
aggregate, 10,723,818 shares of Common Stock, which represent approximately 10.8% of the outstanding Common Stock.
Mr. Bancroft may
be deemed to beneficially own (including Common Stock beneficially owned by Makaira), in the aggregate, 10,831,139 shares of Common Stock, which represent approximately 10.9% of the outstanding Common Stock. Shares reported as being beneficially
owned by Mr. Bancroft include the shares reported as beneficially owned by Makaira. Mr. Bancroft is the Managing Member of Makaira and thus may be deemed to beneficially own shares beneficially owned by Makaira.
| (b) | Makaira has the power to vote or to direct the vote and the power to dispose or to direct the disposition of all 10,723,818 shares of Common Stock beneficially owned by Makaira. However, in his capacity as Managing Member, Portfolio Manager and Chief Investment Officer of Makaira, Mr. Bancroft may be deemed to share with Makaira the power to vote or to direct the vote and the power to dispose or to direct the disposition of all Common Stock beneficially owned by Makaira. |
In addition, Mr. Bancroft has the sole power to vote or to direct the vote and the sole power to
dispose or to direct the disposition of the 107,321 shares of Common Stock that are beneficially owned by him separately from the Common Stock beneficially owned by Makaira.
