UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

WESCO AIRCRAFT HOLDINGS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

950814103

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s 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).

 


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
The Carlyle Group L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
PN

 

1


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Carlyle Group Management L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

2


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Carlyle Holdings II GP L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

3


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Carlyle Holdings II L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Québec

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
OO (Québec société en commandit)

 

4


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
TC Group Cayman Investment Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
PN

 

5


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
TC Group Cayman Investment Holdings Sub L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
PN

 

6


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
TC Group IV, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

7


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
TC Group IV, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
PN

 

8


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Carlyle Partners IV, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
PN

 

9


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Falcon Aerospace Holdings, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
53,480,184

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
53,480,184

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
53,480,184

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.8%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

10


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
TCG Holdings, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

11


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
TC Group, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

12


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
TC Group IV Managing GP, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Limited Liability Company)

 

13


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Michael W. Allen

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
84,372

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
84,372

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
84,372

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

14


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Michael Battenfield

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
37,375

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
37,375

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
37,375

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

15


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Morris Benoun

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
68,712

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
68,712

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
68,712

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

16


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
John Chalaris

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
120,000

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
120,000

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
120,000

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

17


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Han Sun Cho

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
293,244

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
293,244

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
293,244

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.3%

 

 

12

Type of Reporting Person
IN

 

18


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Victoria J. Conner

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
107,662

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
107,662

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
107,662

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

19


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Frank Derasmo

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
111,982

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
111,982

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
111,982

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

20


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Gregory Dietz

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
77,406

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
77,406

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
77,406

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

21


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Paul E. Fulchino

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
85,760

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
85,760

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
85,760

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

22


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Stephen Gold

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

23


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
James E. Grason

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
44,896

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
44,896

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
44,896

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

24


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Margate Grantor Trust A

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
360,000

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
360,000

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
360,000

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

25


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Margate Grantor Trust B

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
360,000

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
360,000

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
360,000

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

26


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
George Hess

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
295,083

 

6

Shared Voting Power
723,670

 

7

Sole Dispositive Power
295,083

 

8

Shared Dispositive Power
723,670

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,018,753

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.1%

 

 

12

Type of Reporting Person
IN

 

27


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
George and Lisa Hess Trust dated October 1, 2003

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
3,670

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
3,670

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,670

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Trust)

 

28


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
John P. Jumper

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
44,491

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
44,491

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
44,491

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
IN

 

29


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Sheryl Knights

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
67,142

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
67,142

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
67,142

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

30


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Mark Kuntz

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
290,438

 

6

Shared Voting Power
50,000

 

7

Sole Dispositive Power
290,438

 

8

Shared Dispositive Power
50,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
340,438

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.4%

 

 

12

Type of Reporting Person
IN

 

31


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Tommy Lee

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
560,397

 

6

Shared Voting Power
3,223

 

7

Sole Dispositive Power
560,397

 

8

Shared Dispositive Power
3,223

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
563,620

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.6%

 

 

12

Type of Reporting Person
IN

 

32


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Lee Living Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
3,223

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
3,223

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,223

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Trust)

 

33


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Alex Murray

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United Kingdom

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
172,229

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
172,229

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
172,229

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.2%

 

 

12

Type of Reporting Person
IN

 

34


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Robert D. Paulson

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
61,483

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
61,483

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
61,483

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

35


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
John Segovia

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
140,659

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
140,659

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
140,659

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.2%

 

 

12

Type of Reporting Person
IN

 

36


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Randy J. Snyder

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
2,036,961

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
2,036,961

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,036,961

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
2.2%

 

 

12

Type of Reporting Person
IN

 

37


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Joshua Jack Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

38


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Joshua Jack Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

39


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Justin Henry Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

40


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Justin Henry Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

41


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Randy Snyder 2009 Extended Family Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,425,448

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,425,448

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,425,448

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.5%

 

 

12

Type of Reporting Person
OO (Trust)

 

42


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Susan Snyder 2009 Extended Family Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,425,449

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,425,449

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,425,449

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.5%

 

 

12

Type of Reporting Person
OO (Trust)

 

43


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Todd Ian Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

44


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Todd Ian Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,278,046

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
1,278,046

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,278,046

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

45


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
David L. Squier

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
70,541

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
70,541

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
70,541

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

46


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Chad Wallace

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
59,997

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
59,997

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
59,997

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

47


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Shirley Warner

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
104,072

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
104,072

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
104,072

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
IN

 

48


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Bruce Weinstein

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
189,997

 

6

Shared Voting Power
440,723

 

7

Sole Dispositive Power
189,997

 

8

Shared Dispositive Power
440,723

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
630,720

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.7%

 

 

12

Type of Reporting Person
IN

 

49


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
SJB 2012 Insurance Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
370,000

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
370,000

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
370,000

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.4%

 

 

12

Type of Reporting Person
OO (Trust)

 

50


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Bruce and Aida Weinstein Family Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
70,723

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
70,723

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
70,723

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.1%

 

 

12

Type of Reporting Person
OO (Trust)

 

51


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Hal Weinstein

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
968,003

 

6

Shared Voting Power
370,000

 

7

Sole Dispositive Power
968,003

 

8

Shared Dispositive Power
370,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,338,003

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.4%

 

 

12

Type of Reporting Person
IN

 

52


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Dana Wilkin

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
250,838

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
250,838

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
250,838

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.3%

 

 

12

Type of Reporting Person
IN

 

53


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

1

Names of Reporting Persons
Wright Family Trust dated August 29, 2003

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person
OO (Trust)

 

54


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

Item 1.

 

(a)              Name of Issuer:

 

Wesco Aircraft Holdings, Inc. (the “Issuer”)

 

(b)              Address of Issuer’s Principal Executive Offices:

 

27727 Avenue Scott

Valencia, CA 91355

 

Item 2.

 

(a)              Name of Person Filing:

 

Each of the following is hereinafter individually referred to as a “Carlyle Reporting Person” and collectively as the “Carlyle Reporting Persons.”  This statement is filed on behalf of:

 

Carlyle Group Management L.L.C.

The Carlyle Group L.P.

Carlyle Holdings II GP L.L.C.

Carlyle Holdings II L.P.

TC Group Cayman Investment Holdings, L.P.

TC Group Cayman Investment Holdings Sub L.P.

TC Group IV, L.L.C.

TC Group IV, L.P.

Carlyle Partners IV, L.P.

Falcon Aerospace Holdings, LLC

TCG Holdings, L.L.C.

TC Group, L.L.C.

TC Group IV Managing GP, L.L.C.

 

Following an internal reorganization on May 2, 2012, TC Group IV Managing GP, L.L.C. is no longer the general partner of TC Group IV, L.P.  Accordingly, TC Group IV Managing GP, L.L.C., TCG Holdings, L.L.C., its managing member, and TC Group, L.L.C., the managing member of TCG Holdings, L.L.C. may no longer be deemed to beneficially own the shares reported herein.

 

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  This statement is also filed on behalf of:

 

Michael W. Allen

Michael Battenfield

Morris Benoun

John Chalaris

Han Sun Cho

 

55


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

Victoria J. Conner

Frank Derasmo

Gregory Dietz

Paul E. Fulchino

Stephen Gold

James E. Grason

Margate Grantor Trust A

Margate Grantor Trust B

George Hess

George and Lisa Hess Trust dated October 1, 2003

John P. Jumper

Sheryl Knights

Mark Kuntz

Tommy Lee

Lee Living Trust

Alex Murray

Robert D. Paulson

John Segovia

Randy J. Snyder

Joshua Jack Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

Joshua Jack Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

Justin Henry Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

Justin Henry Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

Randy Snyder 2009 Extended Family Trust

Susan Snyder 2009 Extended Family Trust

Todd Ian Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

Todd Ian Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

David L. Squier

Chad Wallace

Shirley Warner

Bruce Weinstein

SJB 2012 Insurance Trust

Bruce and Aida Weinstein Family Trust

Hal Weinstein

Dana Wilkin

Wright Family Trust dated August 29, 2003

 

 

(b)              Address or Principal Business Office:

 

The business address of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. is c/o Walker Corporate Services Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001 Cayman Islands. The business address of each of the other Carlyle Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington, D.C. 20004-2505.

 

56


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

The address for each of the Reporting Persons is c/o Wesco Aircraft Holdings, Inc., 27727 Avenue Scott, Valencia, CA 91355.

 

(c)               Citizenship of each Reporting Person is:

 

TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. are organized in the Cayman Islands. Carlyle Holdings II L.P. is a Québec société en commandit.  Each of the other Carlyle Reporting Persons is organized in the state of Delaware.

 

Each of the Reporting Persons is a citizen of the United States of America, except the Margate Grantor Trust A, the Margate Grantor Trust B, the George and Lisa Hess Trust dated October 1, 2003, the Lee Living Trust, the Joshua Jack Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust, the Joshua Jack Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust, the Justin Henry Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust, the Justin Henry Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust, the Randy Snyder 2009 Extended Family Trust, the Susan Snyder 2009 Extended Family Trust, the Todd Ian Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust, the Todd Ian Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust, the SJB 2012 Insurance Trust, the Bruce and Aida Weinstein Family Trust and the Wright Family Trust dated August 29, 2003, which are trusts organized in the State of California, and Alex Murray, who is a citizen of the United Kingdom.

 

(d)              Title of Class of Securities:

 

Common Stock, par value $0.001 (“Common Stock”)

 

(e)               CUSIP Number:

 

950814103

 

Item 3.

 

Not applicable.

 

Item 4.                            Ownership

 

Ownership (a-c)

 

The ownership information presented below represents beneficial ownership of Common Stock as of December 31, 2012, based upon 92,504,084 shares of Common Stock outstanding as of November 30, 2012.

 

57


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

Reporting Person

 

Amount
beneficially
owned

 

Percent
of class:

 

Sole
power
to vote or
to direct
the vote:

 

Shared
power to
vote or to
direct the
vote:

 

Sole power
to dispose
or to direct
the
disposition
of:

 

Shared
power to
dispose or
to direct
the
disposition
of:

 

Carlyle Group Management L.L.C. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

The Carlyle Group L.P. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

Carlyle Holdings II GP L.L.C. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

Carlyle Holdings II L.P. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

TC Group Cayman Investment Holdings, L.P. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

TC Group Cayman Investment Holdings Sub L.P. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

TC Group IV, L.L.C. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

TC Group IV, L.P. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

Carlyle Partners IV, L.P. (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

Falcon Aerospace Holdings, LLC (1)

 

53,480,184

 

57.8

%

0

 

53,480,184

 

0

 

53,480,184

 

TCG Holdings, LLC

 

0

 

0.0

%

0

 

0

 

0

 

0

 

TC Group, L.L.C.

 

0

 

0.0

%

0

 

0

 

0

 

0

 

TC Group IV Managing GP, L.L.C.

 

0

 

0.0

%

0

 

0

 

0

 

0

 

Michael W. Allen (2)(3)

 

84,372

 

0.1

%

84,372

 

0

 

84,372

 

0

 

Michael Battenfield (4)(5)

 

37,375

 

0.0

%

37,375

 

0

 

37,375

 

0

 

Morris Benoun (6)(7)

 

68,712

 

0.1

%

68,712

 

0

 

68,712

 

0

 

John Chalaris

 

120,000

 

0.1

%

120,000

 

0

 

120,000

 

0

 

Han Sun Cho (8)(9)

 

293,244

 

0.3

%

293,244

 

0

 

293,244

 

0

 

Victoria J. Conner (10)(11)

 

107,662

 

0.1

%

107,662

 

0

 

107,662

 

0

 

Frank Derasmo (12)(13)

 

111,982

 

0.1

%

111,982

 

0

 

111,982

 

0

 

Gregory Dietz (14)(15)

 

77,406

 

0.1

%

77,406

 

0

 

77,406

 

0

 

Paul E. Fulchino (16)

 

85,760

 

0.1

%

85,760

 

0

 

85,760

 

0

 

Stephen Gold (17)

 

0

 

0.0

%

0

 

0

 

0

 

0

 

James E. Grason (18)

 

44,896

 

0.0

%

44,896

 

0

 

44,896

 

0

 

Margate Grantor Trust A

 

360,000

 

0.4

%

360,000

 

0

 

360,000

 

0

 

Margate Grantor Trust B

 

360,000

 

0.4

%

360,000

 

0

 

360,000

 

0

 

George Hess (19)(20)

 

1,018,753

 

1.1

%

295,083

 

723,670

 

295,083

 

723,670

 

George and Lisa Hess Trust dated October 1, 2003

 

3,670

 

0.0

%

3,670

 

0

 

3,670

 

0

 

John P. Jumper (21)

 

44,491

 

0.0

%

44,491

 

0

 

44,491

 

0

 

Sheryl Knights (22)

 

67,142

 

0.1

%

67,142

 

0

 

67,142

 

0

 

Mark Kuntz (23)(24)

 

340,438

 

0.4

%

290,438

 

50,000

 

290,438

 

50,000

 

Tommy Lee (25)(26)

 

563,620

 

0.6

%

560,397

 

3,223

 

560,397

 

3,223

 

Lee Living Trust

 

3,223

 

0.0

%

3,223

 

0

 

3,223

 

0

 

Alex Murray (27)(28)

 

172,229

 

0.2

%

172,229

 

0

 

172,229

 

0

 

Robert D. Paulson (29)

 

61,483

 

0.1

%

61,483

 

0

 

61,483

 

0

 

John Segovia (30)(31)

 

140,659

 

0.2

%

140,659

 

0

 

140,659

 

0

 

Randy J. Snyder (32)

 

2,036,961

 

2.2

%

2,036,961

 

0

 

2,036,961

 

0

 

Joshua Jack Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

 

1,278,046

 

1.4

%

1,278,046

 

0

 

1,278,046

 

0

 

Joshua Jack Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

 

1,278,046

 

1.4

%

1,278,046

 

0

 

1,278,046

 

0

 

Justin Henry Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

 

1,278,046

 

1.4

%

1,278,046

 

0

 

1,278,046

 

0

 

Justin Henry Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

 

1,278,046

 

1.4

%

1,278,046

 

0

 

1,278,046

 

0

 

Randy Snyder 2009 Extended Family Trust

 

1,425,448

 

1.5

%

1,425,448

 

0

 

1,425,448

 

0

 

Susan Snyder 2009 Extended Family Trust

 

1,425,449

 

1.5

%

1,425,449

 

0

 

1,425,449

 

0

 

Todd Ian Snyder Exempt Trust U/T Randy Snyder 2005 Grantor Trust

 

1,278,046

 

1.4

%

1,278,046

 

0

 

1,278,046

 

0

 

Todd Ian Snyder Exempt Trust U/T Susan Snyder 2005 Grantor Trust

 

1,278,046

 

1.4

%

1,278,046

 

0

 

1,278,046

 

0

 

David L. Squier (33)

 

70,541

 

0.1

%

70,541

 

0

 

70,541

 

0

 

Chad Wallace (34)(35)

 

59,997

 

0.1

%

59,997

 

0

 

59,997

 

0

 

Shirley Warner (36)(37)

 

104,072

 

0.1

%

104,072

 

0

 

104,072

 

0

 

Bruce Weinstein (38)(39)

 

630,720

 

0.7

%

189,997

 

440,723

 

189,997

 

440,723

 

SJB 2012 Insurance Trust

 

370,000

 

0.4

%

370,000

 

0

 

370,000

 

0

 

Bruce and Aida Weinstein Family Trust

 

70,723

 

0.1

%

70,723

 

0

 

70,723

 

0

 

Hal Weinstein (40)(41)

 

1,338,003

 

1.4

%

968,003

 

370,000

 

968,003

 

370,000

 

Dana Wilkin (42)(43)

 

250,838

 

0.3

%

250,838

 

0

 

250,838

 

0

 

Wright Family Trust dated August 29, 2003

 

0

 

0.0

%

0

 

0

 

0

 

0

 

 

58


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

(1)                                 Falcon Aerospace Holdings, LLC. is the record holder of 53,480,184 shares of Common Stock. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the managing member of TC Group IV, L.L.C., which is the general partner of TC Group IV, L.P., which is the general partner of Carlyle Partners IV, L.P., which is the general partner of Falcon Aerospace Holdings, LLC.  Accordingly, each of these entities may be deemed to share beneficial ownership of the Common Stock owned of record by Falcon Aerospace Holdings, LLC.

 

(2)                                 Includes 84,147 shares of common stock that are beneficially owned by Mr. Allen and the right to acquire up to 225 additional shares of common stock pursuant to options.

 

(3)                                 153,663 shares of common stock that Mr. Allen was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Mr. Allen.

 

(4)                                 Includes 37,150 shares of common stock that are beneficially owned by Mr. Battenfield and the right to acquire up to 225 additional shares of common stock pursuant to options.

 

(5)                                 53,396 shares of common stock that Mr. Battenfield was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Mr. Battenfield.

 

(6)                                 Includes 68,562 shares of common stock that are beneficially owned by Mr. Benoun and the right to acquire up to 150 additional shares of common stock pursuant to options.

 

(7)                                 163,156 shares of common stock that Mr. Benoun was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards

 

59


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Mr. Benoun.

 

(8)                                 Includes 187,616 shares of common stock that are beneficially owned by Mr. Cho and the right to acquire up to 105,628 additional shares of common stock pursuant to options.

 

(9)                                 135,864 shares of common stock that Mr. Cho was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Mr. Cho.

 

(10)                          Includes 107,437 shares of common stock that are beneficially owned by Ms. Conner and the right to acquire up to 225 additional shares of common stock pursuant to options.

 

(11)                          135,864 shares of common stock that Ms. Connor was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Ms. Connor.

 

(12)                          Includes 158 shares of common stock that are beneficially owned by Mr. Derasmo and the right to acquire up to 111,824 additional shares of common stock pursuant to options.

 

(13)                          163,156 shares of common stock that Mr. Derasmo was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Mr. Derasmo.

 

(14)                          Includes 33,150 shares of common stock that are beneficially owned by Mr. Dietz and the right to acquire up to 44,256 additional shares of common stock pursuant to options.

 

(15)                          29,664 shares of common stock that Mr. Dietz was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were subsequently sold or otherwise transferred by Mr. Dietz.

 

(16)                          Includes 79,235 shares of common stock that are beneficially owned by Mr. Fulchino and the right to acquire up to 6,525 additional shares of common stock pursuant to options.

 

(17)                          29,664 shares of common stock that Mr. Gold was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Those shares were subsequently sold or otherwise transferred by Mr. Gold.

 

(18)                          53,396 shares of common stock that Mr. Grason was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were subsequently sold or otherwise transferred by Mr. Grason.

 

60


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

(19)                          Includes 360,000 shares of common stock that are held by the Margate Grantor Trust A, 360,000 shares of common stock that are held by the Margate Grantor Trust B and 3,670 shares of common stock that are held by the George and Lisa Hess Trust. Also includes Mr. Hess’s right to acquire up to 295,083 shares of common stock pursuant to options.

 

(20)                          1,364,583 shares of common stock that Mr. Hess was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Mr. Hess.

 

(21)                          Includes 37,966 shares of common stock that are beneficially owned by Mr. Jumper and the right to acquire up to 6,525 additional shares of common stock pursuant to options.

 

(22)                          81,281 shares of common stock that Ms. Knights was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Ms. Knights.

 

(23)                          Includes 220,953 shares of common stock that are beneficially owned by Mr. Kuntz, 50,000 shares of common stock that are held by the Kuntz-Wright Family Revocable Trust and Mr. Kuntz’s right to acquire up to 69,485 additional shares of common stock pursuant to options.

 

(24)                          163,156 shares of common stock that Mr. Kuntz was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Mr. Kuntz.

 

(25)                          Includes 557,097 shares of common stock that are beneficially owned by Mr. Lee, 3,223 shares of common stock that are held by the Lee Living Trust and Mr. Lee’s right to acquire up to 3,300 additional shares of common stock pursuant to options.

 

(26)                          818,749 shares of common stock that Mr. Lee was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Mr. Lee.

 

(27)                          Includes 53,685 shares of common stock that are beneficially owned by Mr. Murray and the right to acquire up to 118,544 additional shares of common stock pursuant to options.

 

(28)                          78,315 shares of common stock that Mr. Murray was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Mr. Murray.

 

(29)                          Includes 56,263 shares of common stock that are beneficially owned by Mr. Paulson and the right to acquire up to 5,220 additional shares of common stock pursuant to options.

 

61


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

(30)                          Includes 88,792 shares of common stock that are beneficially owned by Mr. Segovia and the right to acquire up to 51,867 additional shares of common stock pursuant to options.

 

(31)                          53,396 shares of common stock that Mr. Segovia was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Mr. Segovia.

 

(32)                          Includes 45,000 shares of common stock that are beneficially owned by Mr. Snyder and the right to acquire up to 1,991,961 additional shares of common stock pursuant to options.

 

(33)                          Includes 64,016 shares of common stock that are beneficially owned by Mr. Squier and the right to acquire up to 6,525 additional shares of common stock pursuant to options

 

(34)                          Includes 28,894 shares of common stock that are beneficially owned by Mr. Wallace and the right to acquire up to 31,103 additional shares of common stock pursuant to options.

 

(35)                          43,903 shares of common stock that Mr. Wallace was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Mr. Wallace.

 

(36)                          Includes 103,697 shares of common stock that are beneficially owned by Ms. Warner and the right to acquire up to 375 additional shares of common stock pursuant to options.

 

(37)                          161,970 shares of common stock that Ms. Warner was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Ms. Warner.

 

(38)                          Includes 189,772 shares of common stock that are beneficially owned by Mr. Weinstein, 70,723 shares of common stock that are held by the Bruce and Aida Weinstein Family Trust, 370,000 shares of common stock that are held by the SJB 2012 Insurance Trust and Mr. Weinstein’s right to acquire up to 225 additional shares of common stock pursuant to options.

 

(39)                          206,467 shares of common stock that Mr. Weinstein was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Mr. Weinstein.

 

(40)                          Includes 389,428 shares of common stock that are beneficially owned by Mr. Weinstein, 370,000 shares of common stock that are held by the SJB 2012 Insurance Trust and Mr. Weinstein’s right to acquire up to 578,575 additional shares of common stock pursuant to options.

 

62


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

(41)                          1,320,085 shares of common stock that Mr. Weinstein was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Mr. Weinstein.

 

(42)                          Includes 250,463 shares of common stock that are beneficially owned by Ms. Wilkin and the right to acquire up to 375 additional shares of common stock pursuant to options.

 

(43)                          135,864 shares of common stock that Ms. Wilkin was scheduled to receive on September 28, 2012 in satisfaction of the terms of certain restricted stock unit awards were erroneously excluded from the prior Schedule 13G filing.  Certain of those shares were either settled in cash or subsequently sold or otherwise transferred by Ms. Wilkin.

 

Item 5.                            Ownership of Five Percent or Less of a Class

 

Not applicable.

 

Item 6.                            Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.                            Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable.

 

Item 8.                            Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.                            Notice of Dissolution of Group

 

Not applicable.

 

Item 10.                     Certification

 

Not applicable.

 

63


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

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.

 

Date:      February 14, 2013

 

 

CARLYLE GROUP MANAGEMENT L.L.C.

 

 

 

 

By:

/s/ Jeremy W. Anderson, attorney-in-fact

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

 

 

 

THE CARLYLE GROUP L.P.

 

By: Carlyle Group Management L.L.C., its general partner

 

 

 

 

By:

/s/ Jeremy W. Anderson, attorney-in-fact

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

 

 

 

CARLYLE HOLDINGS II GP L.L.C.

 

By: The Carlyle Group L.P., its managing member

 

By: Carlyle Group Management L.L.C., its general partner

 

 

 

 

By:

/s/ Jeremy W. Anderson, attorney-in-fact

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

 

 

 

CARLYLE HOLDINGS II L.P.

 

 

 

 

By:

/s/ Jeremy W. Anderson, attorney-in-fact

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

 

 

 

TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P.

 

By: Carlyle Holdings II L.P., its general partner

 

 

 

 

By:

/s/ Jeremy W. Anderson, attorney-in-fact

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

64


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

 

TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P.

 

By: TC Group Cayman Investment Holdings, L.P., its general partner

 

By: Carlyle Holdings II L.P., its general partner

 

 

 

 

By:

/s/ Jeremy W. Anderson, attorney-in-fact

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

 

 

 

TC GROUP IV, L.L.C.

 

By: TC Group Cayman Investment Holdings Sub L.P., its managing member

 

By: TC Group Cayman Investment Holdings, L.P., its general partner

 

By: Carlyle Holdings II L.P., its general partner

 

 

 

 

By:

/s/ Jeremy W. Anderson, attorney-in-fact

 

Name:

Daniel D’Aniello

 

Title:

Chairman

 

 

 

 

TC GROUP IV, L.P.

 

 

 

 

By:

/s/ Jeremy W. Anderson

 

Name:

Jeremy W. Anderson

 

Title:

Authorized Person

 

 

 

 

CARLYLE PARTNERS IV, L.P.

 

By: TC Group IV, L.P., its General Partner

 

 

 

 

By:

/s/ Jeremy W. Anderson

 

Name:

Jeremy W. Anderson

 

Title:

Authorized Person

 

 

 

 

FALCON AEROSPACE HOLDINGS, LLC

 

By: Carlyle Partners IV, L.P., its Managing Member

 

By: TC Group IV, L.P., its General Partner

 

 

 

 

By:

/s/ Jeremy W. Anderson

 

Name:

Jeremy W. Anderson

 

Title:

Authorized Person

 

 

 

 

TCG Holdings, L.L.C.

 

 

 

 

By:

/s/ Jeremy W. Anderson, attorney-in-fact

 

Name:

David M. Rubenstein

 

Title:

Managing Director

 

65


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

 

TC GROUP, L.L.C.

 

By: TCG Holdings, L.L.C., its Managing Member

 

 

 

 

By:

/s/ Jeremy W. Anderson, attorney-in-fact

 

Name:

David M. Rubenstein

 

Title:

Managing Director

 

 

 

 

TC GROUP IV MANAGING GP, L.L.C.

 

By: TC Group, L.L.C., its Managing Member

 

By: TCG Holdings, L.L.C., its Managing Member

 

 

 

 

By:

/s/ Jeremy W. Anderson, attorney-in-fact

 

Name:

David M. Rubenstein

 

Title:

Managing Director

 

 

 

 

Michael W. Allen

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Michael W. Allen

 

 

 

 

Michael Battenfield

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Michael Battenfield

 

 

 

 

Morris Benoun

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Morris Benoun

 

 

 

 

John Chalaris

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

John Chalaris

 

 

 

 

Han Sun Cho

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Han Sun Cho

 

 

 

 

Victoria J. Conner

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Victoria J. Conner

 

66


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

 

Frank Derasmo

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Frank Derasmo

 

 

 

 

Gregory Dietz

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Gregory Dietz

 

 

 

 

Paul E. Fulchino

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Paul E. Fulchino

 

 

 

 

Stephen Gold

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Stephen Gold

 

 

 

 

James E. Grason

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

James E. Grason

 

 

 

 

George Hess

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

George Hess

 

 

 

 

George and Lisa Hess Trust dated October 1, 2003

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

George and Lisa Hess Trust dated October 1, 2003

 

 

 

Margate Grantor Trust A

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Margate Grantor Trust A

 

 

 

 

Margate Grantor Trust B

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Margate Grantor Trust B

 

67


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

 

John P. Jumper

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

John P. Jumper

 

 

 

 

Sheryl Knights

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Sheryl Knights

 

 

 

 

Mark Kuntz

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Mark Kuntz

 

 

 

 

Tommy Lee

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Tommy Lee

 

 

 

 

Lee Living Trust

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Lee Living Trust

 

 

 

 

Alex Murray

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Alex Murray

 

 

 

 

Robert D. Paulson

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Robert D. Paulson

 

 

 

 

John Segovia

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

John Segovia

 

 

 

 

Randy J. Snyder

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Randy J. Snyder

 

68


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

 

Joshua Jack Snyder Exempt Trust

 

U/T Randy Snyder 2005 Grantor Trust

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Joshua Jack Snyder Exempt Trust

 

 

U/T Randy Snyder 2005 Grantor Trust

 

 

 

 

Joshua Jack Snyder Exempt Trust

 

U/T Susan Snyder 2005 Grantor Trust

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Joshua Jack Snyder Exempt Trust

 

 

U/T Susan Snyder 2005 Grantor Trust

 

 

 

 

Justin Henry Snyder Exempt Trust

 

U/T Randy Snyder 2005 Grantor Trust

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Justin Henry Snyder Exempt Trust

 

 

U/T Randy Snyder 2005 Grantor Trust

 

 

 

 

Justin Henry Snyder Exempt Trust

 

U/T Susan Snyder 2005 Grantor Trust

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Justin Henry Snyder Exempt Trust

 

 

U/T Susan Snyder 2005 Grantor Trust

 

 

 

 

Randy Snyder 2009 Extended Family Trust

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Randy Snyder 2009 Extended Family Trust

 

 

 

 

Susan Snyder 2009 Extended Family Trust

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Susan Snyder 2009 Extended Family Trust

 

 

 

 

Todd Ian Snyder Exempt Trust

 

U/T Randy Snyder 2005 Grantor Trust

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Todd Ian Snyder Exempt Trust

 

 

U/T Randy Snyder 2005 Grantor Trust

 

69


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

 

Todd Ian Snyder Exempt Trust

 

U/T Susan Snyder 2005 Grantor Trust

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Todd Ian Snyder Exempt Trust

 

 

U/T Susan Snyder 2005 Grantor Trust

 

 

 

 

David L. Squier

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

David L. Squier

 

 

 

 

Chad Wallace

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Chad Wallace

 

 

 

 

Shirley Warner

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Shirley Warner

 

 

 

 

Bruce Weinstein

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Bruce Weinstein

 

 

 

 

Bruce and Aida Weinstein Family Trust

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Bruce and Aida Weinstein Family Trust

 

 

 

 

Hal Weinstein

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Hal Weinstein

 

 

 

 

SJB 2012 Insurance Trust

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

SJB 2012 Insurance Trust

 

 

 

 

Dana Wilkin

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Dana Wilkin

 

70


 

CUSIP No. 950814103

SCHEDULE 13G

 

 

 

 

 

 

Wright Family Trust dated August 29, 2003

 

 

 

 

By:

/s/ John G. Holland, attorney-in-fact

 

Name:

Wright Family Trust dated August 29, 2003

 

71


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

24.1

 

Power of Attorney of the Carlyle Reporting Persons

 

 

 

24.2

 

Power of Attorney of the Reporting Persons

 

 

 

99

 

Joint Filing Agreement

 

72