Schedule 13D
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| CUSIP No. 00810F106 |
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Page 9 of 12 Pages |
| ITEM 1. |
SECURITY AND ISSUER
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This Amendment No. 5 to Schedule 13D relates to shares of
Common Stock, par value $0.0001 per share (the “Common
Stock”), of AerSale Corporation, a Delaware corporation (the
“Issuer”) and amends and supplements the Schedule 13D filed
with the Securities and Exchange Commission (the “SEC”) on
December 3, 2020, as amended by Amendment No. 1 to
Schedule 13D, filed with the SEC on April 2, 2021, Amendment
No. 2 to Schedule 13D, filed with the SEC on April 20,
2021, Amendment No. 3 to Schedule 13D filed with the SEC on
October 26, 2021 and Amendment No. 4 to Schedule 13D filed
with the SEC on August 23, 2022 (collectively, the
“Schedule 13D”). This Amendment No. 5 is being filed to
amend and supplement the Schedule 13D to reflect the sale by Green
Equity Investors CF, L.P. (“GEI CF”), Green Equity Investors
Side CF, L.P. (“GEI Side CF”), and LGP Associates CF LLC
(“Associates CF”) of 5,904,069 shares of Common Stock.
Capitalized terms used by not defined herein have the meaning given
to them in the Schedule 13D.
The address of the Issuer’s principal executive offices is 121
Alhambra Plaza, Suite 1700, Coral Gables, Florida 33134.
| ITEM 2. |
IDENTITY AND BACKGROUND
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The disclosure provided in Item 2 of the Schedule 13D is updated to
include the following additional disclosure.
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(a) |
As of the date of this statement, (i) GEI CF is
the record owner of 13,029,126 shares of Common Stock,
(ii) GEI Side CF is the record owner of 4,650,222 shares of
Common Stock, and (iii) Associates CF is the record owner of
2,573 shares of Common Stock.
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| ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
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The disclosure provided in Item 3 of the Schedule 13D is updated to
include the following disclosure.
As of the date of this statement, GEI CF held 13,029,126 shares of
Common Stock, GEI Side CF held 4,650,222 shares of Common Stock,
and Associates CF held 2,573 shares of Common Stock, representing
an aggregate of 17,681,921 shares of Common Stock.
| ITEM 4. |
PURPOSE OF THE TRANSACTION
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The disclosure provided in Item 4 of the Schedule 13D is updated to
include the following disclosure.
On November 16, 2022, GEI CF, GEI Side CF and Associates CF
and certain other selling stockholders entered into that certain
Underwriting Agreement (the “Underwriting Agreement”) with the
Issuer and Cowen and Company, LLC, RBC Capital Markets, LLC and
Stifel, Nicolaus & Company, Incorporated, as representatives of
the several underwriters named therein (the “Underwriters”),
pursuant to which GEI CF, GEI Side CF, Associates CF and certain
other selling stockholders agreed to sell an aggregate of 4,000,000
shares of Common Stock, at a price of $14.8025 per share (the
“Offering”). In addition, pursuant to the Underwriting Agreement,
GEI CF, GEI Side CF, Associates CF and certain other selling
stockholders granted the underwriters an option that expires 30
days from the date of the Underwriting Agreement to purchase up to
an additional 600,000 shares of Common Stock at the Offering price,
which the underwriters exercised in full. In addition, GEI CF, GEI
Side CF, Associates CF and certain other selling stockholders
agreed to sell to the Issuer an aggregate of 1,500,000 shares of
Common Stock at the offering price. The Offering, including the
sale of the additional 600,000 shares of Common Stock and the sale
of 1,500,000 shares of Common Stock to the Issuer, closed on
November 18, 2022. GEI CF, GEI Side CF, and Associates CF sold an
aggregate of 4,452,249 shares of Common Stock to the Underwriters
and 1,451,820 shares of Common Stock to the Issuer in the Offering.
The shares of Common Stock were offered and sold pursuant to the
Issuer’s registration statement on Form S-3 (Registration No.
333-262009). The foregoing description of the Underwriting
Agreement does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Underwriting
Agreement, which is incorporated by reference herein as an exhibit
hereto and is incorporated into this Item 4 by reference.
| ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER
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(a) and (b)
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| Reporting Persons |
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Shared
Beneficial
Ownership
(Voting and
Dispositive
Power) |
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Percentage
of Class
Beneficially
Owned |
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GEI CF
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17,681,921 |
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34.2 |
% |
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GEI Side CF
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17,681,921 |
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34.2 |
% |
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Associates CF
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17,681,921 |
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34.2 |
% |
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Other Reporting Persons
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17,681,921 |
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34.2 |
% |