AerSale Corp — Director's Dealing 2021

Apr 21, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SEIFFER JONATHAN A (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-16	Common Stock	J	27017623	$12.55	Disposed	0	Indirect
2021-04-16	Common Stock	J	27017623	$12.55	Acquired	27017623	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-16	Contingent Earnout Shares	$	J	967117	Disposed		Common Stock (967117)	Indirect
2021-04-16	Contingent Earnout Shares	$	J	967117	Acquired		Common Stock (967117)	Indirect

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 LGP Parts 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 (the "Transaction").

F2: Represents shares of Common Stock of the Issuer contributed by GEI V, GEI Side V, and Coinvest pursuant to the Transaction. Of the shares of Common Stock contributed, 20,771,203 were contributed by GEI V, 6,230,686 were contributed by GEI Side V, and 15,734 were contributed by Coinvest.

F3: Represents shares of Common Stock of the Issuer owned by GEI V, GEI Side V, and Coinvest. Of the shares of Common Stock reported, 0 are owned by GEI V, 0 are owned by GEI Side V, and 0 are owned by Coinvest.

F4: 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 GEI V, GEI Side V, and Coinvest, and Main CF, Side CF, and Associates CF. Mr. Seiffer disclaims beneficial ownership of the shares of Common Stock reported herein, 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.

F5: Represents shares of Common Stock of the Issuer acquired by Main CF, Side CF, and Associates CF pursuant to the Transaction. Of the shares of Common Stock acquired, 19,333,716 were acquired by Main CF, 7,679,974 were acquired by Side CF, and 3,933 were acquired by Associates CF.

F6: Represents shares of Common Stock of the Issuer owned by Main CF, Side CF, and Associates CF. Of the shares of Common Stock reported, 19,333,716 are owned by Main CF, 7,679,974 are owned by Side CF, and 3,933 are owned by Associates CF.

F7: The Contingent Earnout Shares are shares of Common Stock that may be issued to GEI V, GEI Side V, and Coinvest 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.

F8: Represents Contingent Earnout Shares contributed by GEI V, GEI Side V, and Coinvest pursuant to the Transaction. Of the shares contributed, 743,522 were contributed by GEI V, 223,032 were contributed by GEI Side V, and 563 were contributed by Coinvest.

F9: Represents Contingent Earnout Shares owned by GEI V, GEI Side V, and Coinvest. Of the shares reported, 0 are owned by GEI V, 0 are owned by GEI Side V, and 0 are owned Coinvest.

F10: Represents Contingent Earnout Shares acquired by Main CF, Side CF, and Associates CF pursuant to the Transaction. Of the shares acquired, 692,066 were acquired by Main CF, 274,910 were acquired by Side CF, and 141 were acquired by Associates CF.

F11: Represents Contingent Earnout Shares owned by Main CF, Side CF, and Associates CF pursuant to the Transaction. Of the shares acquired, 692,066 were acquired by Main CF, 274,910 were acquired by Side CF, and 141 were acquired by Associates CF.