AerSale Corp — Director's Dealing 2021

Feb 13, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AerSale Corp (ASLE)
CIK: 0001754170
Period of Report: 2020-12-22

Reporting Person: Nichols Robert B. (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-27	Common Stock	C	403373	—	Acquired	2425513	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-22	Contingent Earnout Shares	$	A	403373	Acquired		Common Stock (403373)	Indirect
2020-12-22	Contingent Earnout Shares	$	A	403373	Acquired		Common Stock (403373)	Indirect
2021-01-27	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 $13.50 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").

F3: 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 Merger Agreement.