SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Marnick Samantha J.

(Last)

(First)

(Middle)

3801 SOUTH OLIVER

(Street)

WICHITA

67210

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/04/2011

3. Issuer Name and Ticker or Trading Symbol
Spirit AeroSystems Holdings, Inc. [ SPR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Corp. Admin. and HR

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	20,381⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽³⁾	⁽⁴⁾	Class A Common Stock	6,766	⁽²⁾	D

Explanation of Responses:

1. Includes (i) 4,742 shares of restricted stock that will vest on May 5, 2011, (ii) 2,053 shares of restricted stock that will vest on May 4, 2012, (iii) 4,740 shares of restricted stock that will vest on May 5, 2012, (iv) 2,053 shares of restricted stock that will vest on May 4, 2013, (v) 4,740 shares of restricted stock that will vest on May 5, 2013 and (vi) 2,053 shares of restricted stock that will vest on May 4, 2014, in each case, if the Reporting Person continues to be employed by the Issuer or any of its subsidiaries on each such vesting date.

2. Upon vesting, each share of Class B common stock, par value $0.01, of the Issuer (the "Class B Common Stock") is convertible at any time, at the option of the holder, into one share of Class A common stock, par value $0.01, of the Issuer (the "Class A Common Stock").

3. These shares were granted to the Reporting Person under the Issuer's Executive Incentive Plan ("EIP"), which is generally described in the Issuer's Form S-1 filed on November 17, 2006 and the Issuer's proxy statement filed on March 25, 2010. Such shares will vest upon (a) satisfaction of the remainder of a ratable five-year service requirement; and (b) the earliest of (i) a liquidity event as defined in the EIP, (ii) June 16, 2015, or (iii) such time as a participant incurs income tax liability under applicable law with respect to the shares, but for this purpose only to the extent that shares are to be sold to pay a participant's withholding tax liability (as generally described in the Issuer's Form 8-K filed on October 22, 2008).

4. No expiration.

	/s/ Joseph T. Boyle, as attorney-in-fact for Samantha J. Marnick	01/14/2011
	** 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 5 (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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