AerSale Corp — Director's Dealing 2021

Sep 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AerSale Corp (ASLE)
CIK: 0001754170
Period of Report: 2021-09-10

Reporting Person: Green Equity Investors CF, L.P. (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)
Reporting Person: GEI Capital CF, LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-10	Common Stock	J	574528	$12.55	Acquired	19908244	Direct
2021-09-10	Common Stock	J	574528	$12.55	Disposed	7105446	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-10	Contingent Earnout Shares	$	J	20565	Acquired		Common Stock (712631)	Direct
2021-09-10	Contingent Earnout Shares	$	J	20565	Disposed		Common Stock (254345)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3933	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Contingent Earnout Shares	$		Common Stock (141)	141	Direct

Footnotes

F1: This Form 4 is being filed as a result of a rebalancing transaction in which Green Equity Investors Side CF, L.P. ("Side CF") transferred (i) 574,528 shares of Common Stock of the Issuer to Green Equity Investors CF, L.P. ("Main CF") and (ii) 20,565 Contingent Earnout Shares (as described below), in order to correct a scrivener's error in the recorded holdings of each of Main CF and Side CF (the "Transaction"). There was no change in the aggregate number of shares of Common Stock or Contingent Earnout Shares beneficially owned by the Reporting Persons as a result of such transaction. The price for the Common Stock reflected in this Form 4 is the closing price on April 16, 2021, the record date of the holdings as to which the scrivener's error related.

F2: Represents shares of Common Stock transferred to Main CF by Side CF as part of the Transaction.

F3: Represents shares owned by Main CF.

F4: 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 LGP Associates CF, LLC ("Associates CF").

F5: 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.

F6: 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.

F7: Represents shares of Common Stock transferred by Side CF to Main CF as part of the Transaction.

F8: Represents shares of Common Stock owned by Side CF.

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

F10: Represents shares of Common Stock that may be issued to Main CF 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 "Merger Agreement").

F11: Represents Contingent Earnout Shares transferred to Main CF by Side CF as part of the Transaction.

F12: Represents shares of Common Stock that may be issued to Side CF 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 Merger Agreement.

F13: Represents Contingent Earnout Shares transferred by Side CF to Main CF as part of the Transaction.

F14: Represents shares of Common Stock that may be issued to Associates CF 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 Merger Agreement.