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CUSIP No. 950814103
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SCHEDULE 13D/A
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Page
4
of 6 Pages
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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”).
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Item 4.
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Purpose of Transaction.
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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.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5(a), 5(b) and 5(c) of this Schedule 13D is hereby amended and restated as follows:
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(a)
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Calculation of percentage ownership reported in this Schedule 13D is based upon 100,031,244 shares of Common
Stock outstanding as of November 15, 2019, as reported in the Annual Report on Form 10-K for the fiscal year ended September 30, 2019, filed by the Company on November 26, 2019.
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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.
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(b)
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Makaira has the power to vote or to direct the vote and the power to dispose or to direct the disposition of
all 5,002,180 shares of Common Stock beneficially owned by Makaira. In his capacity as Managing Member, Portfolio Manager and Chief Investment Officer of Makaira, however, 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.
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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.
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(c)
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The information set forth in Item 4 above is incorporated herein by reference in response to this Item 5(c).
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