AerSale (ASLE) 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 CF, L.P.

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

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)
12/14/2022

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/14/2022		S		82,602(1)	D	$10	12,946,524(2)(3)(4)(5)	D
Common Stock	12/14/2022		S		29,482(6)	D	$10	4,620,740(3)(4)(5)(7)	D
Common Stock	12/14/2022		S		16(8)	D	$10	2,557(3)(4)(5)(9)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Green Equity Investors CF, L.P.

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GEI Capital CF, LLC

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Green Equity Investors Side CF, L.P.

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CA 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 CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LGP Associates CF, LLC

(Last) (First) (Middle)

11111 SANTA MONICA BLVD.

SUITE 2000

(Street)

LOS ANGELES CA 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 CA 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 CA 90025

(City) (State) (Zip)

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"). In connection with the 2020 transactions associated with the business combination of Monocle Acquisition Corporation, AerSale Corporation (f/k/a Monocle Holdings, Inc.) and AerSale Aviation, Inc. (f/k/a AerSale Corp.), Main CF, Green Equity Investors Side CF, L.P. ("Side CF") and LGP Associates CF LLC ("Associates CF") gave a purchase right to two members of senior management to acquire up to an aggregate of 112,100 shares of the Common Stock held by Main CF, Side CF and Associates CF at the price set forth on this row. Such purchase right was exercised in full.

2. Represents shares of Common Stock owned by Main CF.

3. GEI Capital CF, LLC ("Capital") is the general partner of Main CF and Side CF. Leonard Green & Partners, L.P. ("LGP") is the management company of Main CF and Side CF, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates CF.

4. Each of Main CF, Side CF, Associates CF, Capital, LGP, LGPM, 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 Main CF, Side CF, and Associates CF and, therefore, a "ten percent holder" hereunder.

5. 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.

6. Represents shares of Common Stock sold by Side CF. In connection with the 2020 transactions associated with the business combination of Monocle Acquisition Corporation, AerSale Corporation (f/k/a Monocle Holdings, Inc.) and AerSale Aviation, Inc. (f/k/a AerSale Corp.), Main CF, Side CF and Associates CF gave a purchase right to two members of senior management to acquire up to an aggregate of 112,100 shares of the Common Stock held by Main CF, Side CF and Associates CF at the price set forth on this row. Such purchase right was exercised in full.

7. Represents shares of Common Stock owned by Side CF.

8. Represents shares of Common Stock sold by Associates CF. In connection with the 2020 transactions associated with the business combination of Monocle Acquisition Corporation, AerSale Corporation (f/k/a Monocle Holdings, Inc.) and AerSale Aviation, Inc. (f/k/a AerSale Corp.), Main CF, Side CF and Associates CF gave a purchase right to two members of senior management to acquire up to an aggregate of 112,100 shares of the Common Stock held by Main CF, Side CF and Associates CF at the price set forth on this row. Such purchase right was exercised in full.

9. Represents shares of Common Stock owned by Associates CF.

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	12/16/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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