Seiffer Jonathan A Form 4 AerSale / JONATHAN A SEIFFER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SEIFFER JONATHAN A

(Last) (First) (Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AerSale Corp [ ASLE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2022

4. If Amendment, Date of 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

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	11/18/2022		S		4,452,249(1)	D	$14.8025	19,133,741(2)	I	See footnote.(3)
Common Stock	11/18/2022		D		1,451,820(4)	D	$14.8025	17,681,921(5)	I	See footnote.(3)

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Represents shares of common stock, par value $0.0001 per share ("Common Stock") of the Issuer sold by Green Equity Investors CF, L.P. ("Main CF"), Green Equity Investors Side CF, L.P. ("Side CF"), and LGP Associates CF LLC ("Associates CF"). Of the 4,452,249 shares of Common Stock sold, 3,280,690 were sold by Main CF, 1,170,910 were sold by Side CF, and 649 were sold by Associates CF.

2. Represents Common Stock owned by Main CF, Side CF, and Associates CF. Of the 19,133,741 shares of Common Stock reported on this row, 14,098,916 are owned by Main CF, 5,032,041 are owned by Side CF, and 2,784 are owned by Associates CF. The Common Stock reported on this row is subject to a lock-up agreement and cannot be sold without underwriter consent until 60 days after the date of the prospectus relating to the transactions reported hereon.

3. Mr. Seiffer directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares of Common Stock owned by Main CF, Side CF, and Associates CF. Mr. Seiffer disclaims beneficial ownership of the shares of Common Stock owned by each of Main CF, Side CF, and Associates CF, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. Represents shares of Common Stock of the Issuer sold by Main CF, Side CF, and Associates CF to the Issuer. Of the 1,451,820 shares of Common Stock sold to the Issuer, 1,069,790 were sold by Main CF, 381,819 were sold by Side CF, and 211 were sold by Associates CF.

5. Represents Common Stock owned by Main CF, Side CF, and Associates CF. Of the 17,681,921 shares of Common Stock reported on this row, 13,029,126 are owned by Main CF, 4,650,222 are owned by Side CF, and 2,573 are owned by Associates CF. The Common Stock reported on this row is subject to a lock-up agreement and cannot be sold without underwriter consent until 60 days after the date of the prospectus relating to the transactions reported hereon.

Remarks:

	/s/ Andrew C. Goldberg, Attorney-in-Fact	11/22/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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