Edgar Filing: Spirit AeroSystems Holdings, Inc.

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â ONEX PARTNERS LP

2. Date of Event Requiring Statement (Month/Day/Year)
11/20/2006

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

(Last)

(First)

(Middle)

C/O ONEX INVESTMENT CORPORATION,Â 712 FIFTH AVENUE

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

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

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

(Street)

NEW YORK,Â NYÂ 10019

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock ⁽¹⁾	11/20/2006	Â ⁽²⁾	Class A Common Stock	63,164,653 ⁽³⁾	$ ⁽⁴⁾	D	Â
Class B Common Stock ⁽¹⁾	11/20/2006	Â ⁽²⁾	Class A Common Stock	112,500,000	$ ⁽⁴⁾	I	See footnote ⁽⁵⁾ ⁽⁶⁾
Class B Common Stock ⁽¹⁾	11/20/2006	Â ⁽²⁾	Class A Common Stock	112,500,000	$ ⁽⁴⁾	I	See footnote ⁽⁷⁾
Class B Common Stock ⁽¹⁾	11/20/2006	Â ⁽²⁾	Class A Common Stock	29,867,276 ⁽⁸⁾	$ ⁽⁴⁾	D	Â
Class B Common Stock ⁽¹⁾	11/20/2006	Â ⁽²⁾	Class A Common Stock	16,983,104 ⁽⁹⁾	$ ⁽⁴⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ONEX PARTNERS LP C/O ONEX INVESTMENT CORPORATION 712 FIFTH AVENUE NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
ONEX CORP 161 BAY STREET TORONTO,Â A6Â M5J2S1	Â	Â X	Â	Â
SCHWARTZ GERALD W C/O ONEX CORPORATION 161 BAY STREET, 49TH FLOOR, P.O. BOX 700 TORONTO,Â A6Â M5J 2S1	Â	Â X	Â	Â
OAH Wind LLC 421 LEADER STREET MARION,Â OHÂ 43302	Â	Â X	Â	Â
Onex Spirit Co-Invest LP C/P ONEX INVESTMENT CORPORATION 712 FIFTH AVENUE NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â

Signatures

/s/ Donald West, Vice President of Onex Partners Manager GP Inc., the general partner of Onex Partners Manager LP, the agent of Onex Partners GP, LP, the general partner of Onex Partners LP. **Please find attached additional reporting person signatures		11/20/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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").
(2)	No expiration.
(3)	Represents shares beneficially owned by Onex LP. All of the shares beneficially owned by Onex LP are reported as beneficially owned by each of Onex and Mr. Schwartz, notwithstanding the fact that each of Onex and Mr. Schwartz has a pecuniary interest in less than 100% of the shares beneficially owned by Onex LP. Each of Onex and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(4)	Convertible on a one-for-one basis.
(5)	Represents shares indirectly owned by Onex Corporation ("Onex") and includes shares beneficially owned by each of Onex Partners LP ("Onex LP"), OAH Wind LLC ("OAH LLC"), Onex Spirit Co-Invest LP ("Onex Spirit LP"), Wind EI II LLC ("Wind LLC"), and Onex U.S. Principals LP ("Onex Principals LP") notwithstanding the fact that each of Onex and Mr. Schwartz has a pecuniary interest of less than 100% of such shares. Each of Onex and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(6)	Onex may be deemed to own beneficially the shares of class B common stock held by (a) Onex LP, through Onex?s ownership of all of the common stock of Onex Partners GP, Inc., the general partner of Onex Partners GP LP, the general partner of Onex LP; (b) OAH LLC, through Onex?s ownership of all of the equity of Onex American Holdings II LLC which owns all of the equity of Onex American Holdings Subco LLC, which owns all of the equity of OAH Wind LLC; (c) Wind LLC, through Onex?s ownership of Onex American Holdings II LLC which owns all of the voting power of Wind Executive Investco LLC, which owns all of the equity of Wind LLC; (d) Onex Principals LP through Onex?s ownership of all of the equity of Onex American Holdings GP LLC, the general partner of Onex Principals LP and (e) Onex Spirit LP, through Onex?s ownership of all of the common stock of Onex Partners GP, Inc., the general partner of Onex Partners GP LP, the general partner of Onex Spirit LP.
(7)	Mr. Schwartz, the Chairman, President and Chief Executive Officer of Onex, owns shares representing a majority of the voting rights of the shares of Onex. The indirect interests of Onex are described in footnotes (5) and (6). Mr. Schwartz disclaims beneficial ownership of these securities, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(8)	Represents shares beneficially owned by OAH LLC. All of the shares beneficially owned by OAH LLC are reported as beneficially owned by each of Onex and Mr. Schwartz, notwithstanding the fact that each of Onex and Mr. Schwartz has a pecuniary interest in less than 100% of the shares beneficially owned by OAH LLC. Each of Onex and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(9)	Represents shares beneficially owned by Onex Spirit LP. All of the shares beneficially owned by Onex Spirit LP are reported as beneficially owned by each of Onex and Mr. Schwartz, notwithstanding the fact that each of Onex and Mr. Schwartz has a pecuniary interest in less than 100% of the shares beneficially owned by Onex Spirit LP. Each of Onex and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Â Remarks: AdditionalÂ ReportingÂ PersonÂ Signatures /s/Â NigelÂ S.Â Wright,Â ManagingÂ Director. /s/Â DonaldÂ Lewtas,Â attorney-in-factÂ forÂ GeraldÂ W.Â Schwartz. "PowerÂ ofÂ AttorneyÂ incorporatedÂ byÂ referenceÂ toÂ theÂ AmendmentÂ toÂ FormÂ 4Â toÂ DuraÂ AutomotiveÂ Systems,Â Inc.Â filedÂ withÂ theÂ SecuritiesÂ andÂ ExchangeÂ CommissionÂ byÂ GeraldÂ W.Â SchwartzÂ onÂ SeptemberÂ 10,Â 1996." /s/Â DonaldÂ West,Â Director. /s/Â DonaldÂ West,Â ViceÂ PresidentÂ ofÂ OnexÂ PartnersÂ ManagerÂ GPÂ Inc.,Â theÂ generalÂ partnerÂ ofÂ OnexÂ PartnersÂ ManagerÂ LP,Â theÂ agentÂ ofÂ OnexÂ PartnersÂ GP,Â LP,Â theÂ generalÂ partnerÂ ofÂ OnexÂ SpiritÂ Co-InvestÂ LP.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.