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^*

SHAPIRO DAVID

(Last)

(First)

(Middle)

C/O GLOBAL BRASS & COPPER HOLDINGS, INC.

475 N. MARTINGALE RD., SUITE 1050

(Street)

SCHAUMBURG

60137

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2013

3. Issuer Name and Ticker or Trading Symbol
GLOBAL BRASS & COPPER HOLDINGS, INC. [ BRSS ]

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

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

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)
Common Stock, par value $0.01 per share	100⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾

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)

Explanation of Responses:

1. The shares reported on this Form 3 do not reflect the contemplated 211,100-to-1 stock split to be effected immediately prior to the closing of the initial public offering of Global Brass and Copper Holdings, Inc.

2. Halkos Holdings, LLC is the sole shareholder of Global Brass and Copper Holdings, Inc. KPS Special Situations Fund II, L.P., KPS Special Situations Fund II (A), L.P., KPS Special Situations Fund III, LP and KPS Special Situations Fund III (A), L.P. are collectively majority members of Halkos Holdings, LLC. KPS Investors III, Ltd. is the general partner of KPS Special Situations Fund III (A), L.P. and KPS Capital Partners, LLC is the controlling shareholder of KPS Investors III, Ltd. KPS Investors III, L.P. is the general partner of KPS Special Situations Fund III, L.P. and KPS Capital Partners, LLC is the general partner of KPS Investors III, L.P. KPS Investors II, L.P. is the general partner of KPS Special Situation Fund II, L.P. and KPS Special Situations Fund II (A), L.P. KPS Investors II GP, LLC is the general partner of KPS Investors II, L.P. The reporting person holds a non-controlling interest in KPS Investors II GP, LLC and KPS Capital Partners, LLC

3. The reporting person disclaims beneficial ownership of any shares of Global Brass and Copper Holdings, Inc. that may be held by Halkos Holdings, LLC, KPS Capital Partners, LLC and its affiliates or KPS Investors II GP, LLC and its affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer for purposes of Section 16 of the Exchange Act except to the extent of any pecuniary interest therein.

Remarks:

Scott B. Hamilton is General Counsel and Corporate Secretary of Global Brass and Copper Holdings, Inc. Exhibit 24.1: Power of Attorney

	/s/ Scott B. Hamilton, Attorney-in-Fact	05/22/2013
	** 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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