SPR Spirit Aerosystems Holdings Inc

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)

August 14, 2015

(Date of Event Which Requires Filing of this Statement)

CUSIP No.

848574109

1.

NAME OF REPORTING PERSONS:  Scopia Capital Management LP

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 30-0711986

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [_]

(b)  [X]

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

14,621,363

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

14,621,363

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,621,363

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

[_]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.35%

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO, IA

CUSIP No.

848574109

1.

NAME OF REPORTING PERSONS:  Scopia PX International Master Fund LP

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):  99-0363414

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [_]

(b)  [X]

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.

SOLE VOTING POWER

5,151,870

6.

SHARED VOTING POWER

 

7.

SOLE DISPOSITIVE POWER

5,151,870

8.

SHARED DISPOSITIVE POWER

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,151,870

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

[_]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.65%

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN, FI

CUSIP No.

848574109

1.

NAME OF REPORTING PERSONS:  Matthew Sirovich

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [_]

(b)  [X]

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

95,000

6.

SHARED VOTING POWER

14,621,363

7.

SOLE DISPOSITIVE POWER

95,000

8.

SHARED DISPOSITIVE POWER

14,621,363

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,716,363

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

[_]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.42%

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

CUSIP No.

848574109

1.

NAME OF REPORTING PERSONS:  Jeremy Mindich

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  [_]

(b)  [X]

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

14,621,363

7.

SOLE DISPOSITIVE POWER

0

8.

SHARED DISPOSITIVE POWER

14,621,363

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,621,363

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

[_]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.35%

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

CUSIP No.

848574109

Item 1.

(a).

Name of Issuer:

Spirit AeroSystems Holdings, Inc.

(b).

Address of Issuer's Principal Executive Offices:

3801 South Oliver

Wichita, Kansas 67210

Item 2.

(a).

Name of Person Filing:

Scopia Capital Management LP

Scopia PX International Master Fund LP

Matthew Sirovich

Jeremy Mindich

(b).

Address or Principal Business Office or, if None, Residence:

The principal Business Office of Scopia Capital Management LP,

Scopia PX International Master Fund LP,

Matthew Sirovich and Jeremy Mindich is:

152 West 57th Street, 33rd Fl

New York, NY 10019

(c).

Citizenship:

The citizenship of Matthew Sirovich and Jeremy Mindich is:

 

United States

 

Scopia Capital Management LP is a Delaware limited partnership. Scopia PX International Master Fund LP is a Bermuda exempted, mutual fund, company.

(d).

Title of Class of Securities:

Class A Common Stock, $0.01 par value per share

(e).

CUSIP Number:

848574109

Item 3.

If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a)

[_]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[_]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[_]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[_]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[_]

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

[_]

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

[_]

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

[_]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

[_]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[_]

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

[_]

Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

CUSIP No.

848574109

Item 4.

Ownership.*

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Scopia Capital Management LP

(a)

Amount beneficially owned:

14,621,363

(b)

Percent of class:

10.35%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

0

,

(ii)

Shared power to vote or to direct the vote

14,621,363

(iii)

Sole power to dispose or to direct the disposition of

0

,

(iv)

Shared power to dispose or to direct the disposition of

14,621,363

Matthew Sirovich

(a)

Amount beneficially owned:

14,716,363

(b)

Percent of class:

10.42%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

95,000

,

(ii)

Shared power to vote or to direct the vote

14,621,363

(iii)

Sole power to dispose or to direct the disposition of

95,000

,

(iv)

Shared power to dispose or to direct the disposition of

14,621,363

Jeremy Mindich

(a)

Amount beneficially owned:

14,621,363

(b)

Percent of class:

10.35%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

0

,

(ii)

Shared power to vote or to direct the vote

14,621,363

(iii)

Sole power to dispose or to direct the disposition of

0

,

(iv)

Shared power to dispose or to direct the disposition of

14,621,363

Scopia PX International Master Fund LP

(a)

Amount beneficially owned:

5,151,870

(b)

Percent of class:

3.65%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

5,151,870

,

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

5,151,870

,

(iv)

Shared power to dispose or to direct the disposition of

0

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [  ].

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b) (1) (ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.

N/A

Item 8.

Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §§ 240.13d-1(c) or §§ 240.13d-1(d), attach an exhibit stating the identity of each member of the group.

N/A

Item 9.

Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

N/A

Item 10.

Certification.

By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under ss.240.14a-11.

August 14, 2015

(Date)

SCOPIA CAPITAL MANAGEMENT LP

By: /s/ Aaron Morse

Name:  Aaron Morse

Title:  COO

By: /s/ Matthew Sirovich

Name:  Matthew Sirovich

By: /s/ Jeremy Mindich

Name:  Jeremy Mindich

SCOPIA PX International Master Fund LP

By: /s/ Aaron Morse

Name:  Aaron Morse

Title:  COO