SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* AURORA EQUITY PARTNERS III LP (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol K&F Industries Holdings, Inc. [ KFI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/22/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, Par Value $0.01 per Share	06/22/2007		D		11,696,065(1)	D	$27(2)	$0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* AURORA EQUITY PARTNERS III LP (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AURORA OVERSEAS EQUITY PARTNERS III LP (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AURORA CAPITAL PARTNERS III LP (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AURORA OVERSEAS CAPITAL PARTNERS III LP (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AURORA ADVISORS III LLC (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AURORA OVERSEAS ADVISORS III LDC (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* K&F Equity Partners LP (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Mapes John T (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PARSKY GERALD L (Last) (First) (Middle) 10877 WILSHIRE BLVD. STE 2100 (Street) LOS ANGELES CA 90024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Consists of 8,036,458 shares owned of record by Aurora Equity Partners III L.P., 90,526 shares owned of record by Aurora Overseas Equity Partners III, L.P., 3,260,350 shares owned of record by Aurora Equity Partners II L.P., 43,369 shares owned of record by Aurora Overseas Equity Partners II, L.P., and 265,362 shares owned of record by K&F Equity Partners L.P.

2. At the effective time of the merger between the Issuer and Ferndown Acquisition Corp., a wholly-owned subsidiary of Meggitt-USA, Inc., each share converted into the right to receive $27.00 in cash.

Remarks:

Please see the corresponding Form 4 filed by Aurora Equity Partners II L.P., Aurora Overseas Equity Partners II, L.P., Aurora Capital Partners II L.P., Aurora Overseas Capital Partners II L.P., Aurora Advisors II LLC and Aurora Overseas Advisors II, LDC concurrently on the date hereof. These entities and persons are joint filers with respect to ownership of securities of K&F Industries Holdings, Inc. reported herein together with the entities and persons filing jointly hereto.

	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Equity Partners III L.P.	06/26/2007
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Overseas Equity Partners III, L.P.	06/26/2007
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Capital Partners III L.P.	06/26/2007
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Overseas Capital Partners III L.P.	06/26/2007
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Advisors III LLC	06/26/2005
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Aurora Overseas Advisors III, LDC	06/26/2007
	/s/ Ronald H. Kisner, as Attorney-in-Fact for K&F Equity Partners L.P.	06/26/2007
	/s/ Ronald H. Kisner, as Attorney-in-Fact for John T. Mapes	06/26/2007
	/s/ Ronald H. Kisner, as Attorney-in-Fact for Gerald L. Parsky	06/26/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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