Statement of Changes in Beneficial Ownership (4)
24 August 2022 - 07:36AM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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1. Name
and Address of Reporting Person * Green Equity Investors CF,
L.P. |
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)
|
(Last)
(First)
(Middle)
11111 SANTA MONICA BLVD., SUITE 2000 |
3. Date of Earliest Transaction (MM/DD/YYYY)
8/19/2022
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(Street)
LOS ANGELES, CA 90025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
8/19/2022 |
|
S |
|
3241269 (1) |
D |
$16.215 |
17379606 (2)(3)(4)(5) |
D |
|
Common Stock |
8/19/2022 |
|
S |
|
1156840 (6) |
D |
$16.215 |
6202951 (3)(4)(5)(7) |
D |
|
Common Stock |
8/19/2022 |
|
S |
|
641 (8) |
D |
$16.215 |
3433 (3)(4)(5)(9) |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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"). |
(2) |
Represents shares of Common
Stock owned by Main CF. The Common Stock reported on this row is
subject to a customary lock-up agreement and cannot be sold without
underwriter consent until 90 days after the date of the prospectus
relating to the transactions reported hereon. |
(3) |
GEI Capital CF, LLC
("Capital") is the general partner of Main CF and Green Equity
Investors Side CF, L.P. ("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 LGP Associates CF LLC ("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. |
(7) |
Represents shares of Common
Stock owned by Side CF. The Common Stock reported on this row is
subject to a customary lock-up agreement and cannot be sold without
underwriter consent until 90 days after the date of the prospectus
relating to the transactions reported hereon. |
(8) |
Represents shares of Common
Stock sold by Associates CF. |
(9) |
Represents shares of Common
Stock owned by Associates CF. The Common Stock reported on this row
is subject to a customary lock-up agreement and cannot be sold
without underwriter consent until 90 days after the date of the
prospectus relating to the transactions reported
hereon. |
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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Green Equity Investors CF, L.P.
11111 SANTA MONICA BLVD.
SUITE 2000
LOS ANGELES, CA 90025 |
X |
X |
|
|
GEI Capital CF, LLC
11111 SANTA MONICA BLVD.
SUITE 2000
LOS ANGELES, CA 90025 |
X |
X |
|
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Green Equity Investors Side CF, L.P.
11111 SANTA MONICA BLVD.
SUITE 2000
LOS ANGELES, CA 90025 |
X |
X |
|
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Leonard Green & Partners, L.P.
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025 |
X |
X |
|
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LGP Associates CF, LLC
11111 SANTA MONICA BLVD.
SUITE 2000
LOS ANGELES, CA 90025 |
X |
X |
|
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LGP MANAGEMENT INC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025 |
X |
X |
|
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PERIDOT COINVEST MANAGER LLC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025 |
X |
X |
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Signatures
|
/s/ Andrew C. Goldberg,
attorney-in-fact |
|
8/23/2022 |
**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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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