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Filing Details

Accession Number:: 0001140361-12-053157
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-12-31 16:29:31
Reporting Period:: 2012-12-27

Filing Date:: 2012-12-31
Accepted Time:: 2012-12-31 16:29:31
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1487990	Aeroflex Holding Corp.	ARX	Semiconductors & Related Devices (3674)	010899019

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
769993	Goldman Sachs & Co	200 West Street New York NY 10282	No	No	Yes	No
886982	Goldman Sachs Group Inc	200 West Street New York NY 10282	No	No	Yes	No
1415176	Gs Direct, L.l.c.	200 West Street New York NY 10282-2198	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2012-12-27	193,046	$6.70	12,830,979	No	4	J	Indirect	See footnotes
Common Stock	Acquisiton	2012-12-27	193,046	$6.70	13,024,025	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See footnotes
No	4	P	Indirect	See footnotes

Footnotes

This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs") and GS Direct, L.L.C. ("GS Direct", and together with GS Group and Goldman Sachs, the "Reporting Persons"). Each of Goldman Sachs and GS Direct is a wholly-owned subsidiary of GS Group.
Following the transactions reported herein, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 13,024,025 shares of common stock, par value $0.01 per share (the "Common Stock"), of Aeroflex Holding Corp. ("Aeroflex Holding") by reason of the indirect beneficial ownership of such shares by GS Direct. Following the transactions reported herein, GS Direct may be deemed to beneficially own indirectly 13,024,025 shares of Common Stock by reason of the direct beneficial ownership of such shares by VGG Holding LLC ("VGG"). The membership interests of VGG are held by a private investor group, which includes GS Direct. GS Direct owns 22.0% of the class A membership interests of VGG. Goldman Sachs serves as the manager of GS Direct. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
Pursuant to the terms of the limited liability company operating agreement governing VGG and the terms of a Redemption Agreement among VGG and certain members of VGG (the "Redeeming Members"), on December 27, 2012, VGG redeemed from the Redeeming Members all of their class A membership interests of VGG in exchange for an aggregate of 963,447 shares of Common Stock. Immediately following such exchange, pursuant to the Redemption Agreement, VGG purchased these 963,447 shares of Common Stock from the Redeeming Members. The redemption of the Redeeming Members' class A membership interests, and the prior reduction in outstanding Class B and B-1 membership interests of VGG, increased the percentage of the membership interests of VGG held by the holders of class A membership interests of VGG on a pro rata basis.