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13D Filing: Thomas Bancroft and Wesco Aircraft Holdings Inc (WAIR)

Wesco Aircraft Holdings Inc (NYSE:WAIR): Thomas Bancroft filed an amended 13D.

You can check out Makaira Partners’ latest holdings and filings here.

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Thomas Bancroft
Thomas Bancroft
Makaira Partners

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Makaira Partners 10,723,818 10,723,818 10,723,818 10.8%
Thomas M. Bancroft III 107,321 10,723,818 107,321 10,723,818 10,831,139 10.9%

Page 1 of 6 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE
13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

WESCO
AIRCRAFT HOLDINGS, INC.

(Name of Issuer)

COMMON STOCK

(Title of
Class of Securities)

950814103

(CUSIP Number)

Makaira
Partners, LLC

c/o Adam 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)

February 14, 2018

(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).

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Page 2 of 6 – SEC Filing


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

10,723,818

  9.

SOLE DISPOSITIVE POWER

None

10.

SHARED DISPOSITIVE POWER

10,723,818

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,723,818

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)

10.8%

14.

TYPE OF REPORTING PERSON (see
instructions)

IA

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Page 3 of 6 – SEC Filing


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

107,321

  8.

SHARED VOTING POWER

10,723,818 (See Item 5)

  9.

SOLE DISPOSITIVE POWER

107,321

10.

SHARED DISPOSITIVE POWER

10,723,818 (See Item 5)

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,831,139 (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)

10.9% (See Item 5)

14.

TYPE OF REPORTING PERSON (see
instructions)

IN

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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.

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Page 5 of 6 – SEC Filing


CUSIP No. 950814103

SCHEDULE 13D/A Page 5 of 6 Pages
(c) The information set forth in Item 3 above is incorporated herein by reference in response to this Item 5(c).

On February 14, 2018, Makaira purchased on the open market, on behalf of one or more Makaira Clients, an aggregate of 250,000 shares of
Common Stock at the price (excluding trading commissions and related administrative costs) of approximately $8.7161 per share.

On
February 15, 2018, Makaira purchased on the open market, on behalf of one or more Makaira Clients, an aggregate of 100,000 shares of Common Stock at the price (excluding trading commissions and related administrative costs) of approximately
$8.825 per share.

On February 16, 2018, Makaira purchased on the open market, on behalf of one or more Makaira Clients, an aggregate
of 200,000 shares of Common Stock at the price (excluding trading commissions and related administrative costs) of approximately $8.8948 per share.

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Page 6 of 6 – SEC Filing


CUSIP No. 950814103

SCHEDULE 13D/A Page 6 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.

MAKAIRA PARTNERS, LLC
/s/ Adam Garcia
Signature
CFO and CCO of Makaira Partners, LLC
Title
February 21, 2018
Date
THOMAS M. BANCROFT III
/s/ Thomas M. Bancroft III
Signature
Managing Member of Makaira Partners, LLC
Title
February 21, 2018
Date
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