| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
|
Spirit AeroSystems Holdings, Inc. | |
| (Name of Issuer) | |
|
Class A Common Stock, $0.01 par value per share | |
| (Title of Class of Securities) | |
|
848574109 | |
| (CUSIP Number) | |
|
November 6, 2012 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 14 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 848574109 | 13G | Page 2 of 14 Pages |
| 1 |
NAME OF REPORTING PERSON Eton Park Fund, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 2,625,000 shares of Class A Common Stock (See Item 4) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 2,625,000 shares of Class A Common Stock (See Item 4) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,625,000 shares of Class A Common Stock (See Item 4) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.17% | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 848574109 | 13G | Page 3 of 14 Pages |
| 1 |
NAME OF REPORTING PERSON Eton Park Master Fund, Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 4,875,000 shares of Class A Common Stock (See Item 4) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 4,875,000 shares of Class A Common Stock (See Item 4) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,875,000 shares of Class A Common Stock (See Item 4) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.04% | |||
| 12 |
TYPE OF REPORTING PERSON CO | |||
| CUSIP No. 848574109 | 13G | Page 4 of 14 Pages |
| 1 |
NAME OF REPORTING PERSON Eton Park Associates, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 2,625,000 shares of Class A Common Stock (See Item 4) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 2,625,000 shares of Class A Common Stock (See Item 4) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,625,000 shares of Class A Common Stock (See Item 4) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.17% | |||
| 12 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 848574109 | 13G | Page 5 of 14 Pages |
| 1 |
NAME OF REPORTING PERSON Eton Park Capital Management, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 7,500,000 shares of Class A Common Stock (See Item 4) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 7,500,000 shares of Class A Common Stock (See Item 4) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,500,000 shares of Class A Common Stock (See Item 4) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.21% | |||
| 12 |
TYPE OF REPORTING PERSON IA | |||
| CUSIP No. 848574109 | 13G | Page 6 of 14 Pages |
| 1 |
NAME OF REPORTING PERSON Eric M. Mindich | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 7,500,000 shares of Class A Common Stock (See Item 4) | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 7,500,000 shares of Class A Common Stock (See Item 4) | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,500,000 shares of Class A Common Stock (See Item 4) | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.21% | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 848574109 | 13G | Page 7 of 14 Pages |
| Item 1(a). | NAME OF ISSUER |
| The name of the issuer is Spirit AeroSystems Holdings, Inc. (the "Company"). | |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
| The Company's principal executive offices are located at 3801 South Oliver, Wichita, Kansas 67210. | |
| Item 2(a). | NAME OF PERSON FILING |
| This statement is filed by: | |
| (i) Eton Park Fund, L.P., a Delaware limited partnership ("EP Fund"), with respect to the shares of Class A Common Stock (as defined in Item 2(d) below) directly owned by it and the shares of Class A Common Stock issuable upon exercise of certain options to purchase Class A Common Stock (the "Options") directly owned by it; | |
| (ii) Eton Park Master Fund, Ltd., a Cayman Islands exempted company ("EP Master Fund"), with respect to the shares of Class A Common Stock directly owned by it and the shares of Class A Common Stock issuable upon exercise of the Options directly owned by it; | |
| (iii) Eton Park Associates, L.P., a Delaware limited partnership ("EP Associates"), which serves as the general partner of EP Fund, with respect to the shares of Class A Common Stock directly owned by EP Fund and the shares of Class A Common Stock issuable upon exercise of the Options directly owned by EP Fund; | |
| (iv) Eton Park Capital Management, L.P., a Delaware limited partnership ("EP Management"), which serves as investment manager to EP Master Fund and EP Fund, with respect to the shares of Class A Common Stock directly owned by each of EP Master Fund and EP Fund and the shares of Class A Common Stock issuable upon exercise of the Options directly owned by each of EP Master Fund and EP Fund; and | |
| (v) Eric M. Mindich ("Mr. Mindich"), (i) as managing member of Eton Park Associates, L.L.C., the general partner of EP Associates, with respect to the shares of Class A Common Stock directly owned by EP Fund and the shares of Class A Common Stock issuable upon exercise of the Options directly owned by EP Fund and (ii) as managing member of Eton Park Capital Management, L.L.C., the general partner of EP Management, with respect to the shares of Class A Common Stock directly owned by each of EP Master Fund and EP Fund and the shares of Class A Common Stock issuable upon exercise of the Options directly owned by each of EP Fund and EP Master Fund. Mr. Mindich disclaims beneficial ownership of any of the securities held by EP Fund and EP Master Fund. |
| CUSIP No. 848574109 | 13G | Page 8 of 14 Pages |
| The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| The address of the business office of each of the Reporting Persons is 399 Park Ave, 10th Floor, New York, NY 10022. |
| Item 2(c). | CITIZENSHIP |
| EP Fund is a limited partnership organized under the laws of the State of Delaware. EP Master Fund is a company organized under the laws of the Cayman Islands. EP Associates and EP Management are limited partnerships organized under the laws of the State of Delaware. Mr. Mindich is a United States citizen. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Class A Common Stock par value $0.01 (the "Class A Common Stock") |
| Item 2(e). | CUSIP NUMBER |
| 848574109 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
| CUSIP No. 848574109 | 13G | Page 9 of 14 Pages |
| (i) | ¨ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
| |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). | |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
| |||
| Item 4. | OWNERSHIP | ||
| The percentages used herein are calculated based upon 120,713,397 shares of Class A Common Stock issued and outstanding, as of October 25, 2013, as reported by the Company in its Quarterly Report on Form 10Q for the quarterly period ended September 26, 2013 filed on November 1, 2013. | |||
| A. | Eton Park Fund, L.P. | ||
| (a) | Amount beneficially owned: 2,625,000 (includes 525,000 shares of Class A Common Stock issuable upon exercise of 5,250 Options) | ||
| (b) | Percent of class: 2.17% | ||
| (c) | (i) Sole power to vote or direct the vote: -0- | ||
| (ii) Shared power to vote or direct the vote: 2,625,000 (includes | |||
| 525,000 shares of Class A Common Stock issuable upon exercise of 5,250 Options) | |||
| (iii) Sole power to dispose or direct the disposition: -0- | |||
| (iv) Shared power to dispose or direct the disposition: 2,625,000 | |||
| (includes 525,000 shares of Class A Common Stock issuable upon exercise of 5,250 Options) | |||
| B. | Eton Park Master Fund, Ltd. | ||
| (a) | Amount beneficially owned: 4,875,000 (includes 975,000 shares of Class A Common Stock issuable upon exercise of 9,750 Options) | ||
| (b) | Percent of class: 4.04% | ||
| (c) | (i) Sole power to vote or direct the vote: -0- | ||
| (ii) Shared power to vote or direct the vote: 4,875,000 (includes | |||
| 975,000 shares of Class A Common Stock issuable upon exercise of 9,750 Options) | |||
| (iii) Sole power to dispose or direct the disposition: -0- | |||
| (iv) Shared power to dispose or direct the disposition: 4,875,000 | |||
| (includes 975,000 shares of Class A Common Stock issuable upon exercise of 9,750 Options) | |||
| C. | Eton Park Associates, L.P. | ||
| (a) | Amount beneficially owned: 2,625,000 (includes 525,000 shares of Class A Common Stock issuable upon exercise of 5,250 Options) | ||
| (b) | Percent of class: 2.17% | ||
| CUSIP No. 848574109 | 13G | Page 10 of 14 Pages |
| (c) | (i) Sole power to vote or direct the vote: -0- | ||
| (ii) Shared power to vote or direct the vote: 2,625,000 (includes | |||
| 525,000 shares of Class A Common Stock issuable upon exercise of 5,250 Options) | |||
| (iii) Sole power to dispose or direct the disposition: -0- | |||
| (iv) Shared power to dispose or direct the disposition: 2,625,000 | |||
| (includes 525,000 shares of Class A Common Stock issuable upon exercise of 5,250 Options) | |||
| D. | Eton Park Capital Management, L.P. | ||
| (a) | Amount beneficially owned: 7,500,000 (includes 1,500,000 shares of Class A Common Stock issuable upon exercise of 15,000 Options) | ||
| (b) | Percent of class: 6.21% | ||
| (c) | (i) Sole power to vote or direct the vote: -0- | ||
| (ii) Shared power to vote or direct the vote: 7,500,000 (includes | |||
| 1,500,000 shares of Class A Common Stock issuable upon exercise of 15,000 Options) | |||
| (iii) Sole power to dispose or direct the disposition: -0- | |||
| (iv) Shared power to dispose or direct the disposition: 7,500,000 | |||
| (includes 1,500,000 shares of Class A Common Stock issuable upon exercise of 15,000 Options) | |||
| E. | Eric M. Mindich | ||
| (a) | Amount beneficially owned: 7,500,000 (includes 1,500,000 shares of Class A Common Stock issuable upon exercise of 15,000 Options) | ||
| (b) | Percent of class: 6.21% | ||
| (c) | (i) Sole power to vote or direct the vote: -0- | ||
| (ii) Shared power to vote or direct the vote: 7,500,000 (includes | |||
| 1,500,000 shares of Class A Common Stock issuable upon exercise of 15,000 Options) | |||
| (iii) Sole power to dispose or direct the disposition: -0- | |||
| (iv) Shared power to dispose or direct the disposition: 7,500,000 | |||
| (includes 1,500,000 shares of Class A Common Stock issuable upon exercise of 15,000 Options) | |||
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| Not applicable. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| Not applicable. |
| CUSIP No. 848574109 | 13G | Page 11 of 14 Pages |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. |
| Item 10. | CERTIFICATION |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 848574109 | 13G | Page 12 of 14 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: November 18, 2013
|
ERIC M. MINDICH, individually, and as managing member of: (i) Eton Park Associates, L.L.C., as general partner of Eton Park Associates, L.P., (a) for itself and (b) as general partner of Eton Park Fund, L.P.; and (ii) Eton Park Capital Management, L.L.C., as general partner of Eton Park Capital Management, L.P., (a) for itself and (b) as investment adviser of Eton Park Master Fund, Ltd. and Eton Park Fund, L.P.
|
||
| /s/ Marcy Engel | ||
| Name: Marcy Engel* | ||
| Title: Attorney-in-Fact | ||
| * Pursuant to a Power of Attorney dated as of August 17, 2007 attached hereto as Exhibit 2. | ||
| CUSIP No. 848574109 | 13G | Page 13 of 14 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: November 18, 2013
|
ERIC M. MINDICH, individually, and as managing member of: (i) Eton Park Associates, L.L.C., as general partner of Eton Park Associates, L.P., (a) for itself and (b) as general partner of Eton Park Fund, L.P.; and (ii) Eton Park Capital Management, L.L.C., as general partner of Eton Park Capital Management, L.P., (a) for itself and (b) as investment adviser of Eton Park Master Fund, Ltd. and Eton Park Fund, L.P.
|
||
| /s/ Marcy Engel | ||
| Name: Marcy Engel* | ||
| Title: Attorney-in-Fact | ||
| * Pursuant to a Power of Attorney dated as of August 17, 2007 attached hereto as Exhibit 2. | ||
| CUSIP No. 848574109 | 13G | Page 14 of 14 Pages |
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, ERIC M. MINDICH, hereby make, constitute and appoint MARCY ENGEL, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Managing Member, member of or in other capacities with Eton Park Capital Management, L.L.C., Eton Park Associates, L.L.C. and each of their affiliates or entities under my control, all documents relating to the beneficial ownership of securities required to be filed with the United States Securities and Exchange Commission (the "SEC") pursuant to Section 13(d), Section 13(g) or Section 16(a) of the Securities Exchange Act of 1934 (the "Act").
All past acts of the attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 17th day of August, 2007.
/s/ Eric M. Mindich
--------------------------
Eric M. Mindich