UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) –— ~~November~~December 117, 2011

HAWKER BEECHCRAFT ACQUISITION COMPANY, LLC

HAWKER BEECHCRAFT NOTES COMPANY

(Exact name of registrant as specified in its charter)


Delaware	333-147828	71-1018770
Delaware	333-147828-08	20-8650498
(States or other jurisdictions of incorporation or organization)	(Commission File Numbers)	(I.R.S. Employer Identification Numbers)

10511 East Central, Wichita, Kansas 67206

(Address of principal executive offices) (Zip code)

(316-676-7111)

(Registrant’s telephone number, including area code)

Check the appropriate box below in the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Item 2 5.0502. ~~Costs~~Departure ~~Associated~~of ~~with~~Directors ~~Exit~~ or ~~Disposal~~Certain ~~Activities~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On November 11, 2011, Hawker Beechcraft Acquisition Company, LLC~~ (~~the “Company”~~e) ~~provided~~Material ~~approximately 300 affected employees with 60-day notices pursuant to the Worker Adjustment and Retraining Notification Act (WARN) or~~Compensatory, ~~as applicable~~Plan, ~~notices~~Contract ~~pursuant~~or ~~to foreign statutory requirements~~Arrangement. ~~The Company first notified employees that it expected to implement a reduction in force program affecting all levels of the Company on November 4, 2011.~~

~~This~~On ~~reduction~~December 7, ~~program~~2011, ~~was implemented~~Hawker inBeechcraft, ~~order~~Inc. to(“HBI”), ~~resize and align~~ the ~~Company~~parent tocompany aof ~~smaller~~Hawker ~~market~~Beechcraft ~~with~~Acquisition ~~projected~~Company, ~~slower~~LLC ~~growth~~and inHawker ~~response~~Beechcraft toNotes ~~continued~~Company ~~adverse~~(together, ~~market conditions affecting~~ “the Company”), ~~Business~~ and ~~General~~Ms. Karin-Joyce ~~Aviation~~Tjon ~~market~~Sien ~~and~~Fat, ~~pressure~~Chief onFinancial ~~defense~~Officer, ~~spending~~entered byinto USa ~~and foreign~~Restricted ~~governments.~~Stock ItUnit isAgreement ~~expected~~(“RSU ~~that~~Agreement”) ~~this~~for ~~reduction~~the ~~program~~grant ~~will~~of be80,000 ~~completed~~restricted bystock ~~the~~units ~~end~~(“RSUs”) ofto ~~January 2012~~Ms. Tjon ~~Affected~~Sien ~~employees~~Fat that will ~~receive~~be ~~certain~~exchanged ~~one-time~~for ~~termination~~shares ~~benefits,~~of ~~including~~common ~~severance~~stock ~~payments~~of ~~and~~HBI ~~payment~~under ~~for~~certain ~~non-working notice periods~~circumstances.

The ~~Company~~RSU ~~expects~~Agreement provides that, subject itto ~~will~~Ms. Tjon ~~record~~Sien ~~charges~~Fat’s ~~for~~continued ~~one-time~~employment ~~termination~~through ~~benefits~~the ~~related~~applicable todate of accrual, the ~~reduction~~RSUs ~~program in~~shall ~~the~~accrue ~~current~~20% per ~~quarter~~year ~~and~~commencing on the ~~first~~vesting ~~quarter~~commencement ofdate ~~2012~~for such RSUs. ~~The~~RSUs ~~Company~~will ~~estimates~~be ~~that~~deemed ~~these~~fully ~~charges~~accrued ~~will~~upon bea ~~approximately~~Change in ~~$6.9~~Control ~~million~~or a Qualifying Sale (as those terms are defined in the ~~aggregate~~RSU Agreement). ~~The~~In ~~Company~~the ~~expects~~event ~~the~~of ~~cash~~an ~~impact~~involuntary totermination bedue ~~consistent~~to ~~with~~Ms. Tjon ~~the~~Sien ~~amount~~Fat’s ofdeath ~~these~~or ~~charges~~disability, Ms. Tjon ~~The~~Sien ~~Company~~Fat shall become accrued in an additional 20% ~~does~~of ~~not~~the ~~anticipate~~RSUs ~~other~~and ~~material~~any ~~costs~~additional toRSUs bethat ~~incurred~~have innot ~~connection~~been ~~with~~accrued ~~this~~will ~~reduction~~be ~~program~~forfeited.

~~Forward-Looking~~Upon ~~Statements~~the ~~Disclaimer~~earliest of (i) the date of the consummation of a Change in Control, (ii) Ms. Tjon Sien Fat’s termination without cause or due to Ms. Tjon Sien Fat’s death or disability, (iii) the date of the consummation of a Qualifying Sale or (iv) the date of the expiration of the underwriter’s lockup agreed to by the Company in an IPO, HBI shall issue to Ms. Tjon Sien Fat one (1) share of common stock with respect to each accrued RSU as of the date of such event. Following the occurrence of an IPO, but subject to Ms. Tjon Sien Fat’s continued employment, Ms. Tjon Sien Fat’s outstanding RSUs shall continue to accrue and shares of common stock issued upon each subsequent accrual date. Any RSUs not accrued as of the date of a termination without cause or due to Ms. Tjon Sien Fat’s death or disability shall be forfeited for no consideration. In the event of a termination for cause, Ms. Tjon Sien Fat shall forfeit all outstanding RSUs, whether or not such RSUs are accrued.

~~This~~The ~~report~~foregoing onsummary ~~Form~~of ~~8-K may contain “forward-looking statements” within~~ the ~~meaning~~RSU ofAgreement ~~Section 27A~~is ofqualified ~~the~~in ~~Securities~~its ~~Act~~entirety ofby ~~1933~~reference ~~and~~to ~~Section 21E of~~ the ~~Securities~~complete ~~Exchange~~text ~~Act~~ of ~~1934.~~the ~~All~~RSU ~~statements~~Agreement, ~~other~~which ~~than~~is ~~statements~~attached ofhereto ~~historical~~as ~~fact,~~Exhibit including statements that address activities, events or developments that we or our management intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements10.1 ~~Forward-looking statements are based on management’s assumptions~~ and ~~assessments~~is inincorporated ~~light~~by ofreference ~~past~~into ~~experience~~this ~~and trends,~~ current ~~conditions,~~report ~~expected~~on ~~future developments~~Form ~~and other relevant factors~~8-K. InAll ~~addition~~capitalized toterms ~~risk~~not ~~factors~~defined ~~previously disclosed~~ in ~~the~~this ~~Company’s~~current ~~Securities~~report ~~and~~shall ~~Exchange~~have ~~Commission reports,~~ the ~~following~~meanings ~~factors could cause actual results to differ materially from those expressed in~~set orforth ~~implied by the forward looking statements: our substantial leverage and debt service obligations resulting from our indebtedness; difficult conditions~~ in the ~~capital,~~RSU credit, general aviation and other aircraft markets and in the economy; production delays resulting from lack of regulatory certifications or disruptions in our supply from key vendors; disruptions to our operations due to our computer system upgrade during the three months ended September 30, 2011 and any impact that such upgrade may have had on our internal controls; and the successful completion of our restructuring activitiesAgreement.

2Item 9.01 Financial Statements and Exhibits.

The following exhibit is furnished with this report:


		Exhibit Number		Description

		10.1		Restricted Stock Unit Agreement dated as of December 7, 2011, between HBI and Ms. Karin-Joyce Tjon Sien Fat.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HAWKER BEECHCRAFT ACQUISITION COMPANY, LLC By Hawker Beechcraft, Inc., its Sole Member /s/ ~~Karin-Joyce~~Alexander ~~Tjon~~L.W. ~~Sien~~Snyder ~~Fat~~Alexander ~~Karin-Joyce~~L.W. ~~Tjon~~Snyder ~~Sien~~Vice ~~Fat~~President, ~~Chief~~General ~~Financial~~Counsel ~~Officer~~and ~~(Principal~~Secretary ~~Financial Officer)~~ HAWKER BEECHCRAFT NOTES COMPANY /s/ ~~Karin-Joyce~~Alexander ~~Tjon~~L.W. ~~Sien~~Snyder ~~Fat~~Alexander ~~Karin-Joyce~~L.W. ~~Tjon~~Snyder ~~Sien~~Vice ~~Fat~~President, ~~Chief~~General ~~Financial~~Counsel ~~Officer~~and ~~(Principal Financial Officer)~~Secretary

Dated: ~~November~~December 159, 2011

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