4//SEC Filing
AEROFLEX HOLDING CORP. 4
Accession 0001140361-12-053157
CIK 0001487990operating
Filed
Dec 30, 7:00 PM ET
Accepted
Dec 31, 4:29 PM ET
Size
12.3 KB
Accession
0001140361-12-053157
Insider Transaction Report
Form 4
GOLDMAN SACHS GROUP INC
10% Owner
Transactions
- Other
Common Stock
2012-12-27$6.70/sh−193,046$1,293,022→ 12,830,979 total(indirect: See footnotes) - Purchase
Common Stock
2012-12-27$6.70/sh+193,046$1,293,022→ 13,024,025 total(indirect: See footnotes)
GOLDMAN SACHS & CO
10% Owner
Transactions
- Other
Common Stock
2012-12-27$6.70/sh−193,046$1,293,022→ 12,830,979 total(indirect: See footnotes) - Purchase
Common Stock
2012-12-27$6.70/sh+193,046$1,293,022→ 13,024,025 total(indirect: See footnotes)
GS Direct, L.L.C.
10% Owner
Transactions
- Other
Common Stock
2012-12-27$6.70/sh−193,046$1,293,022→ 12,830,979 total(indirect: See footnotes) - Purchase
Common Stock
2012-12-27$6.70/sh+193,046$1,293,022→ 13,024,025 total(indirect: See footnotes)
Footnotes (3)
- [F1]This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs") and GS Direct, L.L.C. ("GS Direct", and together with GS Group and Goldman Sachs, the "Reporting Persons"). Each of Goldman Sachs and GS Direct is a wholly-owned subsidiary of GS Group.
- [F2]Following the transactions reported herein, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 13,024,025 shares of common stock, par value $0.01 per share (the "Common Stock"), of Aeroflex Holding Corp. ("Aeroflex Holding") by reason of the indirect beneficial ownership of such shares by GS Direct. Following the transactions reported herein, GS Direct may be deemed to beneficially own indirectly 13,024,025 shares of Common Stock by reason of the direct beneficial ownership of such shares by VGG Holding LLC ("VGG"). The membership interests of VGG are held by a private investor group, which includes GS Direct. GS Direct owns 22.0% of the class A membership interests of VGG. Goldman Sachs serves as the manager of GS Direct. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
- [F3]Pursuant to the terms of the limited liability company operating agreement governing VGG and the terms of a Redemption Agreement among VGG and certain members of VGG (the "Redeeming Members"), on December 27, 2012, VGG redeemed from the Redeeming Members all of their class A membership interests of VGG in exchange for an aggregate of 963,447 shares of Common Stock. Immediately following such exchange, pursuant to the Redemption Agreement, VGG purchased these 963,447 shares of Common Stock from the Redeeming Members. The redemption of the Redeeming Members' class A membership interests, and the prior reduction in outstanding Class B and B-1 membership interests of VGG, increased the percentage of the membership interests of VGG held by the holders of class A membership interests of VGG on a pro rata basis.
Documents
Issuer
AEROFLEX HOLDING CORP.
CIK 0001487990
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001487990
Filing Metadata
- Form type
- 4
- Filed
- Dec 30, 7:00 PM ET
- Accepted
- Dec 31, 4:29 PM ET
- Size
- 12.3 KB