Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Wactlar Edward
   2. Issuer Name and Ticker or Trading Symbol
AEROFLEX HOLDING CORP. [ARX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP, Gen. Counsel & Sec.
(Last)
(First)
(Middle)
C/O AEROFLEX INCORPORATED, 35 SOUTH SERVICE ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
11/21/2011
(Street)

PLAINVIEW, NY 11803		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock, par value $.01 per share 11/21/2011   M   9,690 A $ 9.04 11,690 D  
Common Stock, par value $.01 per share 11/22/2011   F   3,675 D $ 8.68 8,015 D  
Common Stock, par value $.01 per share               65,000 I See Note (1)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units (2) 11/21/2011   A   48,450     (3)   (3) Common Stock 48,450 $ 0 38,760 D  
Restricted Stock Units (2) 11/21/2011   A   9,690     (4)   (4) Common Stock 9,690 $ 0 9,690 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wactlar Edward
C/O AEROFLEX INCORPORATED
35 SOUTH SERVICE ROAD
PLAINVIEW, NY 11803		       Sr. VP, Gen. Counsel & Sec.  

Signatures

 /s/ Edward S. Wactlar   11/22/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These shares of Common Stock are held directly by VGG Holding LLC ("VGG") and are owned indirectly by the Reporting Person by virtue of the Reporting Person's Class B-1 membership interests in VGG. Pursuant to the terms of the limited liability company operating agreement governing VGG, the holders of Class B-1 membership interests are entitled to receive a percentage of all distributions, if any, made by VGG after (x) the holders of Class A membership interests in VGG have received a return of their invested capital plus a 12% per annum internal rate of return (compounded annually) on their invested capital, and (y) certain members of Aeroflex Holding Corp.'s management that received Class A interests in VGG for their capital contributions to VGG have received a special distribution in the aggregate amount of approximately $3.2 million, together with a 12% per annum internal rate of return (compounded annually).
(2) Each restricted stock unit granted under the Issuer's 2011 Omnibus Incentive Plan represents a contingent right to receive one share of the Issuer's Common Stock.
(3) The restricted stock units vest with respect to 20% of the restricted stock units on the date of grant (as reflected in Table I above), 20% of the restricted stock units on July 1, 2012 (the "Second Vesting Date"), and 20% of the restricted stock units on each of the next three anniversaries of the Second Vesting Date, subject to the reporting person's continued employment in good standing with the Issuer.
(4) (i) 50% of the restricted stock units shall be designated as "Time-Based Units" and shall vest to the extent of one-third of the Time-Based Units on each of November 16, 2012, 2013 and 2014, subject to the reporting person's continued employment in good standing with the Issuer, and (ii) 50% of the restricted stock units shall be designated as "Performance-Based Units" and shall vest to the extent of one-third of the Performance-Based Units on each of November 16, 2012, 2013 and 2014, subject to certain established per share price targets and the reporting person's continued employment in good standing with the Issuer. The Performance-Based Units that have not vested as of November 16, 2014 shall terminate as of such date.

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