AerSale Form 4 Change in insider ownership

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^*

Green Equity Investors V, L.P.

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES

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)
02/08/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/08/2021		J⁽¹⁾⁽²⁾		743,522⁽³⁾	A	$13.5	20,771,203⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	D
Common Stock	02/08/2021		J⁽¹⁾⁽²⁾		223,032⁽⁸⁾	A	$13.5	6,230,686⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾	D
Common Stock	02/08/2021		J⁽¹⁾⁽²⁾		563⁽¹⁰⁾	A	$13.5	15,734⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽¹¹⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Contingent Earnout Shares	⁽¹⁾⁽²⁾	02/08/2021		J⁽¹⁾⁽²⁾			743,522⁽¹²⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	743,522	⁽¹⁾⁽²⁾	0⁽¹³⁾	D
Contingent Earnout Shares	⁽¹⁾⁽²⁾	02/08/2021		J⁽¹⁾⁽²⁾			223,032⁽¹⁴⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	223,032	⁽¹⁾⁽²⁾	0⁽¹⁵⁾	D
Contingent Earnout Shares	⁽¹⁾⁽²⁾	02/08/2021		J⁽¹⁾⁽²⁾			563⁽¹⁶⁾	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	563	⁽¹⁾⁽²⁾	0⁽¹⁷⁾	D
Contingent Earnout Shares	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Common Stock	743,522		743,522⁽¹⁹⁾	D
Contingent Earnout Shares	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Common Stock	223,032		223,032⁽²⁰⁾	D
Contingent Earnout Shares	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Common Stock	563		563⁽²¹⁾	D

1. Name and Address of Reporting Person^*

Green Equity Investors V, L.P.

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GEI Capital V, LLC

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Green Equity Investors Side V, L.P.

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Green V Holdings, LLC

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Leonard Green & Partners, L.P.

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LGP Associates V LLC

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LGP MANAGEMENT INC

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LGP Parts Coinvest LLC

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PERIDOT COINVEST MANAGER LLC

(Last)

(First)

(Middle)

11111 SANTA MONICA BOULEVARD, SUITE 2000

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Explanation of Responses:

1. On February 8, 2021, Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), and LGP Parts Coinvest LLC ("Coinvest") received an aggregate of 967,117 shares of the Issuer's Common Stock in connection with the settlement of the Contingent Earnout Shares described in Table II, which were acquired by GEI V, GEI Side V, and Coinvest pursuant to an "earnout" provision in the Amended and Restated Merger Agreement, dated as of September 8, 2021 by and among the Issuer, Aersale Aviation, Inc., Monocole, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P. (the "Merger Agreement"). (continued in footnote 2)

2. (continued from footnote 1) As of the consummation of transactions contemplated by the Merger Agreement, or December 22, 2020 (the "Closing Date"), GEI V, GEI Side V, and Coinvest became irrevocably entitled to receive the Contingent Earnout Shares if the closing sale price of Common Stock equals or exceeds $13.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025. As a result of such conditions being met, GEI V, GEI Side V, and Coinvest acquired an additional 967,117 shares of Common Stock as required pursuant to the Merger Agreement.

3. Represents shares of Common Stock of the Issuer acquired by GEI V pursuant to the "earnout" provision in the Merger Agreement.

4. Represents shares of Common Stock owned by GEI V.

5. GEI Capital V, LLC ("Capital") is the general partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Green V Holdings, LLC is a limited partner of GEI V and GEI Side V. LGP Associates V LLC ("Associates") is the manager of Coinvest. Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates.

6. Each of GEI V, GEI Side V, Coinvest, Associates, Capital, LGP, LGPM, Holdings and Peridot 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 some or all of the shares of Common Stock held by GEI V, GEI Side V, and Coinvest (together, the "Investors") and, therefore, a "ten percent holder" hereunder.

7. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose.

8. Represents shares of Common Stock of the Issuer acquired by GEI Side V pursuant to the "earnout" provision in the Merger Agreement.

9. Represents shares of Common Stock owned by GEI Side V.

10. Represents shares of Common Stock acquired by Coinvest pursuant to the "earnout" provision in the Merger Agreement.

11. Represents shares of Common Stock owned by Coinvest.

12. Represents Contingent Earnout Shares settled as shares of Common Stock and issued to GEI V pursuant to the "earnout" provision in the Merger Agreement.

13. Represents Contingent Earnout Shares owned by GEI V.

14. Represents Contingent Earnout Shares settled as shares of Common Stock and issued to GEI Side V pursuant to the "earnout" provision in the Merger Agreement.

15. Represents Contingent Earnout Shares owned by GEI Side V.

16. Represents Contingent Earnout shares settled as shares of Common Stock and issued to Coinvest pursuant to the "earnout" provision in the Merger Agreement.

17. Represents Contingent Earnout shares owned by Coinvest.

18. The Contingent Earnout Shares are shares of Common Stock that may be issued to GEI V, GEI Side V, and Coinvest if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement.

19. Represents shares of Common Stock that may be issued to GEI V if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement.

20. Represents shares of Common Stock that may be issued to GEI Side V if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement.

21. Represents shares of Common Stock that may be issued to Coinvest if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Merger Agreement.

Remarks:

Messrs. Jonathan Seiffer and Michael Kirton are members of the board of directors of the Issuer, and each is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Messrs. Seiffer and Kirton may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

	/s/ Andrew C. Goldberg, Attorney-in-Fact	04/02/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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AerSale (ASLE) Form 4Change in insider ownership