Sec Form 13D Filing - Bancroft Thomas filing for Wesco Aircraft Holdings Inc (WAIR) - 2020-01-03

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 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).

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 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(a), 5(b) and 5(c) of this Schedule 13D is hereby amended and restated as follows:

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.

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.

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.

EXHIBIT INDEX