AerSale Corp — Director's Dealing 2021

Apr 22, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AerSale Corp (ASLE)
CIK: 0001754170
Period of Report: 2021-04-16

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: LGP Associates CF, LLC (Director, 10% Owner)
Reporting Person: GEI Capital CF, LLC (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19333716	Direct
Common Stock	7679974	Direct
Common Stock	3933	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Contingent Earnout Shares	$		Common Stock (692066)		Direct
Contingent Earnout Shares	$		Common Stock (274910)		Direct
Contingent Earnout Shares	$		Common Stock (141)		Direct

Footnotes

F1: On April 16, 2021, Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), and Needle Coinvest LLC ("Coinvest") contributed all securities of the Issuer to each of Green Equity Investors CF, L.P. ("Main CF"), Green Equity Investors Side CF, L.P. ("Side CF"), and LGP Associates CF, LLC ("Associates CF") as part of a transaction pursuant to which GEI V, GEI Side V, Coinvest, and other affiliated co-investment vehicles engaged in a coordinated transfer of their equity interests in several portfolio companies (including the Issuer) to one or more newly formed affiliated investment funds.

F2: Represents shares of Common Stock of the Issuer owned by Main CF.

F3: 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 manager of Associates CF.

F4: 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 and, therefore, a "ten percent holder" hereunder.

F5: 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.

F6: Represents shares of Common Stock owned by Side CF.

F7: Represents shares of Common Stock owned by Associates CF.

F8: 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., Monocole, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P (the "Merger Agreement").

F9: 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.

F10: 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.