SEC FORM 4

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

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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^*

PARSKY GERALD L

(Last)

(First)

(Middle)

C/O AURORA CAPITAL GROUP

10877 WILSHIRE BLVD. STE 2100

(Street)

LOS ANGELES

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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	09/09/2005		J		8,353⁽¹⁾	A	⁽²⁾	87,621⁽³⁾	D
Common Stock, par value $0.01 per share	09/09/2005		J		1,114,984⁽⁴⁾	A	⁽²⁾	11,696,065⁽⁵⁾	I	See FN (5)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Consists of 4,036 shares received by Century City Partners L.P. for which Mr. Parsky serves as General Partner, 2,425 shares held by the Gerald L. Parsky SEP/IRA and 1,892 shares held by the Barbara Parsky Trust, a family trust established by Mr. Parsky. See Note (2).

2. On September 9, 2005, K&F Industries Holdings, Inc. paid a special stock dividend consisting of shares of Common Stock, par value $0.01 per share to its common stockholders of record immediately prior to its initial public offering. This Form 4 is being filed to report the shares received by such stockholders pursuant to this dividend.

3. Consists of 42,340 shares held of record by Century City Partners L.P. for which Mr. Parsky serves as General Partner, 25,434 shares held of record by the Gerald L. Parsky SEP/IRA and 19,847 shares held of record by the Barbara Parsky Trust, a family trust established by Mr. Parsky.

4. Consists of shares received by Aurora Equity Partners III, L.P., Aurora Overseas Equity Partners III, L.P., Aurora Equity Partners II, L.P., Aurora Overseas Equity Partners II, L.P. and K&F Equity Partners, L.P. (collectively, the "Aurora Entities"). Mr. Parsky is a controlling person of the Aurora Entities. As such, he may be deemed to have a pecuniary interest in an indeterminable portion of the shares owned or controlled by the Aurora Entities. Mr. Parsky disclaims beneficial ownership of all such shares except to the extent that he may be deemed to have a pecuniary interest therein. See Note (2).

5. Consists of shares owned of record by the Aurora Entities. Mr. Parsky is a controlling person of the Aurora Entities. As such, he may be deemed to have a pecuniary interest in an indeterminable portion of the shares owned or controlled by the Aurora Entities. Mr. Parsky disclaims beneficial ownership of all such shares except to the extent that he may be deemed to have a pecuniary interest therein.

	/s/ Ronald H. Kisner, as Attorney-in-Fact for Gerald L. Parsky	09/12/2005
	** 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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