AerSale Corp — Director's Dealing 2021

Oct 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AerSale Corp (ASLE)
CIK: 0001754170
Period of Report: 2021-10-22

Reporting Person: Green Equity Investors CF, L.P. (Director, 10% Owner)
Reporting Person: GEI Capital CF, LLC (Director, 10% Owner)
Reporting Person: Green Equity Investors Side CF, L.P. (Director, 10% Owner)
Reporting Person: Leonard Green & Partners, L.P. (Director, 10% Owner)
Reporting Person: LGP Associates CF, LLC (Director, 10% Owner)
Reporting Person: LGP MANAGEMENT INC (Director, 10% Owner)
Reporting Person: PERIDOT COINVEST MANAGER LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-22	Common Stock	J	712631	—	Acquired	20620875	Direct
2021-10-22	Common Stock	J	254345	—	Acquired	7359791	Direct
2021-10-22	Common Stock	J	141	—	Acquired	4074	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-22	Contingent Earnout Shares	$	J	712631	Disposed		Common Stock (712631)	Direct
2021-10-22	Contingent Earnout Shares	$	J	254345	Disposed		Common Stock (254345)	Direct
2021-10-22	Contingent Earnout Shares	$	J	141	Disposed		Common Stock (141)	Direct

Footnotes

F1: On October 22, 2021, Green Equity Investors CF, L.P. ("Main CF"), Green Equity Investors Side CF, L.P. ("Side CF"), and LGP Associates CF, LLC ("Associates CF") 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 the successors of Main CF, Side CF, and Associates CF pursuant to an "earn out" provision in the Amended and Restated Merger Agreement, dated as of September 8, 2020 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)

F2: (continued from footnote 1) As of the consummation of transactions contemplated by the Merger Agreement, on December 22, 2020 (the "Closing Date"), the successors of Main CF, Side CF, and Associates CF became irrevocably entitled to receive the Contingent Earnout Shares 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. As a result of such conditions being met, Main CF, Side CF, and Associates CF acquired an additional 967,117 shares of Common Stock as required pursuant to the Merger Agreement.

F3: Represents shares of Common Stock of the Issuer acquired by Main CF pursuant to the "earnout" provision in the Merger Agreement.

F4: Represents shares of Common Stock owned by Main CF.

F5: 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.

F6: 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 (together, the "Investors") and, therefore, a "ten percent holder" hereunder.

F7: 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.

F8: Represents shares of Common Stock of the Issuer acquired by Side CF pursuant to the "earnout" provision in the Merger Agreement.

F9: Represents shares of Common Stock owned by Side CF.

F10: Represents shares of Common Stock acquired by Associates CF pursuant to the "earnout" provision in the Merger Agreement.

F11: Represents shares of Common Stock owned by Associates CF.

F12: Represents Contingent Earnout Shares settled as shares of Common Stock and issued to Main CF pursuant to the "earnout" provision in the Merger Agreement.

F13: Represents Contingent Earnout Shares owned by Main CF.

F14: Represents Contingent Earnout Shares settled as shares of Common Stock and issued to Side CF pursuant to the "earnout" provision in the Merger Agreement.

F15: Represents Contingent Earnout Shares owned by Side CF.

F16: Represents Contingent Earnout shares settled as shares of Common Stock and issued to Associates CF pursuant to the "earnout" provision in the Merger Agreement.

F17: Represents Contingent Earnout shares owned by Associates CF.