Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

WESCO AIRCRAFT HOLDINGS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

950814103

(CUSIP Number)

Makaira Partners, LLC

c/o Adam J. Garcia, Chief Compliance Officer

7776 Ivanhoe Avenue #250,

La Jolla, California 92037

(858) 626-2929

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2019

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

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

The information required on 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 13D/A		Page 2 of 6 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Makaira Partners, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER   None
				8.		SHARED VOTING POWER   5,002,180
				9.		SOLE DISPOSITIVE POWER   None
				10.		SHARED DISPOSITIVE POWER   5,002,180
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,002,180
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.0%
14.		TYPE OF REPORTING PERSON (see instructions)   IA

CUSIP No. 950814103		SCHEDULE 13D/A		Page 3 of 6 Pages

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Thomas M. Bancroft III
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   PF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER   114,592
				8.		SHARED VOTING POWER   5,002,180 (See Item 5)
				9.		SOLE DISPOSITIVE POWER   114,592
				10.		SHARED DISPOSITIVE POWER   5,002,180 (See Item 5)
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,116,772 (See Item 5)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)  ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.1% (See Item 5)
14.		TYPE OF REPORTING PERSON (see instructions)   IN

CUSIP No. 950814103		SCHEDULE 13D/A		Page 4 of 6 Pages

 

This Amendment No. 4 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, Amendment No. 2 and Amendment No. 3 thereto, filed with the SEC by the Reporting Persons respectively on May 31, 2017, February 14, 2018 and August 8, 2019, 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 (the Exchange Act).

 

Item 4.

Purpose of Transaction.

Item 4 of this Schedule 13D is hereby amended to add the following information:

On December 31, 2019, Makaira Indica, L.P., an investment fund managed by Makaira, made a liquidating distribution in kind of 1,956,070 shares of Common Stock. Makaira ceased to have beneficial ownership for purposes of Section 13 of the Exchange Act of 1,956,070 shares of Common Stock as a result of such distribution.

 

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 100,031,244 shares of Common Stock outstanding as of November 15, 2019, as reported in the Annual Report on Form 10-K for the fiscal year ended September 30, 2019, filed by the Company on November 26, 2019.

Makaira (including Common Stock held by investment funds and accounts managed or advised by Makaira) beneficially owns, in the aggregate, 5,002,180 shares of Common Stock, which represent approximately 5.0% of the outstanding Common Stock.

Mr. Bancroft is the Managing Member, Portfolio Manager and Chief Investment Officer of Makaira. Accordingly, in addition to any Common Stock that he does or may be deemed to beneficially own, Mr. Bancroft may be deemed to beneficially own all Common Stock beneficially owned by Makaira. Mr. Bancroft may be deemed to beneficially own (including Common Stock beneficially owned by Makaira), in the aggregate, 5,116,772 shares of Common Stock, which represent approximately 5.1% of the outstanding Common Stock.

 

(b)

Makaira has the power to vote or to direct the vote and the power to dispose or to direct the disposition of all 5,002,180 shares of Common Stock beneficially owned by Makaira. In his capacity as Managing Member, Portfolio Manager and Chief Investment Officer of Makaira, however, 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 114,592 shares of Common Stock that are beneficially owned by him separately from the Common Stock beneficially owned by Makaira.

 

(c)

The information set forth in Item 4 above is incorporated herein by reference in response to this Item 5(c).

CUSIP No. 950814103		SCHEDULE 13D/A		Page 5 of 6 Pages

 

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.

 

CUSIP No. 950814103		SCHEDULE 13D/A		Page 6 of 6 Pages

 

EXHIBIT INDEX

 

Exhibit     No.		Description
A		Joint Filing Agreement, dated February 27, 2015, by and between Makaira Partners, LLC and Thomas M. Bancroft III (incorporated by reference to Exhibit A of the Schedule 13D filed by Makaira Partners, LLC and Thomas M. Bancroft III on February 27, 2015.
B		Cooperation Agreement, dated February 20, 2015, by and among Makaira Partners, LLC, Thomas M. Bancroft III, and Wesco Aircraft Holdings, Inc. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Wesco Aircraft Holdings, Inc. on February 23, 2015).
C		Form Voting and Support Agreement (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K, filed by Wesco Aircraft Holdings, Inc. on August 9, 2019).