AEROFLEX HOLDING CORP. 4
4 · AEROFLEX HOLDING CORP. · Filed Sep 16, 2014
Insider Transaction Report
Form 4
ASHE PRESCOTT
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock, par value $0.01 per share
2014-09-12−15,504,791→ 0 total(indirect: See footnotes)
Footnotes (4)
- [F1]Includes shares of common stock, par value $0.01 per share, of the Issuer (the "Common Stock") beneficially owned as a result of the pro rata increase in membership interests in VGG Holding LLC ("VGG") resulting from the redemption by VGG on December 27, 2012 of certain of its outstanding membership interests not held by the Reporting Person.
- [F2]Disposed of pursuant to the Agreement and Plan of Merger between Aeroflex Holding Corp. (the "Issuer") and Cobham plc in exchange for $10.50 in cash, without interest, for each share of Common Stock.
- [F3]Includes shares of Common Stock held indirectly (through their ownership in VGG) by (a) Golden Gate Capital Investment Fund II, L.P., (b) Golden Gate Capital Investment Annex Fund II, L.P., (c) Golden Gate Capital Investment Fund II (AI), L.P., (d) Golden Gate Capital Investment Annex Fund II (AI), L.P., (e) Golden Gate Capital Associates II-QP, LLC, (f) Golden Gate Capital Associates II-AI, LLC, (g) CCG AV, LLC - Series A, (h) CCG AV, LLC - Series C, (i) CCG AV, LLC - Series I and (j) CCG AV, LLC - Series E. The entities listed in clauses (a) through (f) are managed by Golden Gate Capital Management II, L.L.C., and the entities listed in clauses (g) through (j) are managed by Golden Gate Capital Management, L.L.C. (together with the entities listed in clauses (a) through (j) and Golden Gate Capital Management II, L.L.C., the "Golden Gate Entities").
- [F4]Mr. Ashe is a Managing Director of an affiliate of both Golden Gate Capital Management, L.L.C. and Golden Gate Capital Management II, L.L.C. and may be deemed to be the beneficial owner of the Golden Gate Entities. Mr. Ashe disclaims beneficial ownership in the shares owned by VGG, except to the extent of his pecuniary interest therein.