| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/27/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Junior/Series A Redeemable Exchangeable Preferred | 04/27/2005 | P | 170.8(1) | A | $10,000 | 4,988.2(2) | I | See FN (2) | ||
| Junior/Series A Redeemable Exchangeable Preferred | 05/06/2005 | P | 2,250.8(1) | A | $10,000 | 7,239(2) | I | See FN (2) | ||
| Junior/Series A Redeemable Exchangeable Preferred | 05/16/2005 | P | 317.8(1) | A | $10,000 | 7,556.8(2) | I | See FN (2) | ||
| Junior/Series A Redeemable Exchangeable Preferred | 05/19/2005 | P | 2,092.2(3) | A | $10,000 | 9,524.8(4) | D | |||
| Junior/Series A Redeemable Exchangeable Preferred | 05/19/2005 | P | 38.2(1) | A | $10,000 | 7,595(2) | I | See FN (2) | ||
| Junior/Series A Redeemable Exchangeable Preferred | 05/20/2005 | P | 275.3(1) | A | $10,000 | 7,870.3(2) | I | See FN (2) | ||
| Junior/Series A Redeemable Exchangeable Preferred Stock | 08/12/2005 | S | 9,524.8(5) | D | $10,000(6) | 0 | D | |||
| Junior/Series A Redeemable Exchangeable Preferred Stock | 08/12/2005 | S | 7,870.3(7) | D | $10,000(8) | 0 | I | See FN (7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Consists of shares purchased by other Junior/Series A Redeemable Exchangeable Preferred ("Junior Preferred") stockholders who have either agreed to vote their shares of Junior Preferred stock in the same manner as Aurora Equity Partners III, L.P., Aurora Overseas Equity Partners III, L.P., Aurora Equity Partners II, L.P. and Aurora Overseas Equity Partners II, L.P. (collectively, the "Aurora Entities") vote their shares or who have granted a proxy to vote their shares to the Aurora Entities. As a result of such voting agreements or proxies, the Aurora Entities may be deemed to be the beneficial owner of such shares. Aurora Equity Partners III, L.P. and the other joint filers hereto disclaim any beneficial ownership of all such shares except to the extent they may be deemed to have a pecuniary interest therein. |
| 2. Consists of shares owned of record by other Junior Preferred stockholders who have either agreed to vote their shares of Junior Preferred stock in the same manner as the Aurora Entities vote their shares or who have granted a proxy to vote their shares to the Aurora Entities. As a result of such voting agreements or proxies, the Aurora Entities may be deemed to be the beneficial owner of such shares. Aurora Equity Partners III, L.P. and the other joint filers hereto disclaim any beneficial ownership of all such shares except to the extent they may be deemed to have a pecuniary interest therein. |
| 3. Consists of 2,060.3 shares purchased by Aurora Equity Partners III, L.P. and 31.9 shares purchased by Aurora Overseas Equity Partners III, L.P. |
| 4. Consists of 6,668.5 shares owned of record by Aurora Equity Partners III, L.P., 103.5 shares owned of record by Aurora Overseas Equity Partners III, L.P., 2,716.7 shares owned of record by Aurora Equity Partners II, L.P. and 36.1 shares owned of record by Aurora Overseas Equity Partners II, L.P. |
| 5. Consists of 6,668.5 shares sold by Aurora Equity Partners III, L.P., 103.5 shares sold by Aurora Overseas Equity Partners III, L.P., 2,716.7 shares sold by Aurora Equity Partners II, L.P. and 36.1 shares sold by Aurora Overseas Equity Partners II, L.P. |
| 6. On August 12, 2005, K&F Industries Holdings, Inc. also paid a dividend of $744.44 per each share of Junior Preferred stock purchased on November 17, 2004 and $236.11 per each share of Junior Preferred stock purchased on May 19, 2005. |
| 7. Consists of shares sold by other Junior Preferred stockholders who have either agreed to vote their shares of Junior Preferred stock in the same manner as the Aurora Entities vote their shares or who have granted a proxy to vote their shares to the Aurora Entities. As a result of such voting agreements or proxies, the Aurora Entities may be deemed to be the beneficial owner of such shares. Aurora Equity Partners III, L.P. and the other joint filers hereto disclaim any beneficial ownership of all such shares except to the extent they may be deemed to have a pecuniary interest therein. |
| 8. On August 12, 2005, K&F Industries Holdings, Inc. also paid a dividend of $297.22 per each share of Junior Preferred stock purchased on April 27, 2005, $272.25 per each share of Junior Preferred stock purchased on May 6, 2005, $244.48 per each share of Junior Preferred stock purchased on May 16, 2005, $236.11 per each share of Junior Preferred stock purchased on May 19, 2005 and $233.33 per each share of Junior Preferred stock purchased on May 20, 2005. |
| /s/ Dirkson R. Charles, as Attorney-in-Fact for Aurora Equity Partners III, LP | 08/16/2005 | |
| /s/ Dirkson R. Charles, as Attorney-in-Fact for Aurora Overseas Equity Partners III, LP | 08/16/2005 | |
| /s/ Dirkson R. Charles, as Attorney-in-Fact for Aurora Capital Partners III, LP | 08/16/2005 | |
| /s/ Dirkson R. Charles, as Attorney-in-Fact for Aurora Overseas Capital Partners III, LP | 08/16/2005 | |
| /s/ Dirkson R. Charles, as Attorney-in-Fact for Aurora Advisors III, LLC | 08/16/2005 | |
| /s/ Dirkson R. Charles, as Attorney-in-Fact for Aurora Overseas Advisors III, LDC | 08/16/2005 | |
| /s/ Dirkson R. Charles, as Attorney-in-Fact for K&F Equity Partners, LP | 08/16/2005 | |
| /s/ Dirkson R. Charles, as Attorney-in-Fact for John T Mapes | 08/16/2005 | |
| /s/ Dirkson R. Charles, as Attorney-in-Fact for Gerald L Parsky | 08/16/2005 | |
| /s/ Dirkson R. Charles, as Attorney-in-Fact for Richard Crowell | 08/16/2005 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||