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: Nichols Robert B. (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-22	Common Stock	C	403373	—	Acquired	2828886	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-22	Contingent Earnout Shares	$	C	403373	Disposed		Common Stock (403373)	Indirect

Footnotes

F1: Represents shares of common stock held by ThoughtValley L.P. ("ThoughtValley"). Mr. Nichols is the sole member and manager of ThoughtValley, LLC, which is the sole general partner of ThoughtValley. Accordingly, all of the shares held by ThoughtValley may be deemed to be beneficially held by Mr. Nichols.

F2: Represents shares of Common Stock that may be issued to the Reporting Person 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, 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., Monocle, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P. The Reporting Person's right to receive shares pursuant to this earn-out became fixed and irrevocable on December 22, 2020, the effective date of the merger.