Statement of Changes in Beneficial Ownership (4)
23 November 2022 - 08:51AM
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 * SEIFFER JONATHAN
A |
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 BOULEVARD, SUITE 2000 |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/18/2022
|
(Street)
LOS ANGELES, CA 90025
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. 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 |
11/18/2022 |
|
S |
|
4452249 (1) |
D |
$14.8025 |
19133741 (2) |
I |
See footnote. (3) |
Common Stock |
11/18/2022 |
|
D |
|
1451820 (4) |
D |
$14.8025 |
17681921 (5) |
I |
See footnote. (3) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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"), 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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
SEIFFER JONATHAN A
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025 |
X |
X |
|
|
Signatures
|
/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). |
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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