UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
WESCO AIRCRAFT HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
950814103
(CUSIP Number)
DECEMBER 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x]?Rule 13d-1(b)
[ ]?Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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).
13G
CUSIP No. 950814103
1. Names of Reporting Person: Makaira Partners LLC
2. Check the Appropriate Box if a Member of a Group
(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: 7,306,512
6. Shared Voting Power: None
7. Sole Dispositive Power: 7,306,512
8. Shared Dispositive Power: None
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 7,306,512
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
Not Applicable
11. Percent of Class Represented by Amount in Row (9): 7.5%
12. Type of Reporting Person: IA
13G
CUSIP No. 950814103
1. Names of Reporting Person: Thomas M. Bancroft III
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
3. SEC Use Only
4. Citizenship or Place of Organization: United States
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
5. Sole Voting Power: 7,371,145 [1]
6. Shared Voting Power: None
7. Sole Dispositive Power: 7,371,145
8. Shared Dispositive Power: None
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 7,371,145
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
Not Applicable
11. Percent of Class Represented by Amount in Row (9): 7.6%
12. Type of Reporting Person: IN
[1] Shares reported as being beneficially owned by Mr. Bancroft
includes the shares reported as beneficially owned by Makaira
Partners LLC shares. Mr. Bancroft is the Managing Member of
Makaira Partners LLC and thus may be deemed to beneficially
own shares beneficially owned by Makaira Partners LLC.
ITEM 1.
(a) Name of Issuer:
WESCO AIRCRAFT HOLDINGS, INC.
(b) Address of Issuer's Principal Executive Offices:
24911 Avenue Stanford, Valencia, CA 91355
ITEM 2.
(a) Name of Persons Filing:
Makaira Partners LLC and Thomas M. Bancroft III
(b) Address of Principal Business Office, or if None, Residence:
7776 Ivanhoe Avenue, #250, La Jolla, CA 92037
(c) Citizenships:
Makaira Partners LLC is a Delaware limited liability company.
Mr. Bancroft is a citizen of the United States.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
950814013
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 Act (15 U.S.C. 78o).
(b)
[_]
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[_]
Insurance company as defined in Section 3(a)(19) of the 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)
[X]
An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f)
[_]
An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g)
[X]
A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h)
[_]
A savings associations 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 ss.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 by Makaira Partners LLC: 7,306,512
(b) Percent of class: 7.5%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 7,306,512
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the disposition of: 7,306,512
(iv) Shared power to dispose or to direct the disposition of: None
(a) Amount beneficially owned by Thomas M. Bancroft III: 7,371,145
(b) Percent of class: 7.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 7,371,145
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the disposition of: 7,371,145
(iv) Shared power to dispose or to direct the disposition of: None
Shares reported as being beneficially owned by Mr. Bancroft includes
the shares reported as beneficially owned by Makaira Partners LLC shares.
Mr. Bancroft is the Managing Member of Makaira Partners LLC and thus
may be deemed to beneficially own shares beneficially owned by Makaira
Partners LLC.
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 [ ].
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
None
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
See Exhibit A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS
OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and 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 such
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.
MAKAIRA PARTNERS LLC
February 9, 2015
________________________________
(Date)
/s/ Sean Hidey
________________________________
(Signature)
Sean Hidey, COO and CCO
Makaira Partners LLC
________________________________
(Name/Title)
THOMAS M. BANCROFT III
February 9, 2015
________________________________
(Date)
/s/ Thomas M. Bancroft III
________________________________
(Signature)
Thomas M. Bancroft III, Managing Member
Makaira Partners LLC
________________________________
(Name/Title)
EXHIBIT A
IDENTIFICATION AND CLASSIFICATION OF
THE SUBSIDIARY WHICH ACQUIRED THE SECURITY
BEING REPORTED ON BY THE PARENT HOLDING COMPANY
OR CONTROL PERSON
Thomas M. Bancroft III is a control person in accordance with
Rule 13d-1(b)(1)(ii)(G) promulgated under the Securities Exchange
Act of 1934, as amended.
Mr. Bancroft is the Managing Member of Makaira Partners LLC.
Accordingly, Makaira Partners LLC may be deemed to be a subsidiary
of Mr. Bancroft for purposes of this Schedule 13G.
Makaira Partners LLC is investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E) under the Exchange Act.
EXHIBIT B
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned persons hereby agree that reports on Schedule 13G
and amendments thereto with respect to the common stock of Wesco Aircraft
Holdings, Inc. may be filed in a single statement on behalf of each such
person. Each such person designates Makaira Partners LLC as its or his
agent and attorney-in-fact for the purpose of executing any and all
Schedule 13G filings required to be made by it with the Securities
and Exchange Commission.
MAKAIRA PARTNERS LLC
February 9, 2015
________________________________
(Date)
/s/ Sean Hidey
________________________________
(Signature)
Sean Hidey, COO and CCO
Makaira Partners LLC
________________________________
(Name/Title)
THOMAS M. BANCROFT III
February 9, 2015
________________________________
(Date)
/s/ Thomas M. Bancroft III
________________________________
(Signature)
Thomas M. Bancroft III, Managing Member
Makaira Partners LLC
________________________________
(Name/Title)