AIR LEASE CORP — Director's Dealing 2012

Jul 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AIR LEASE CORP (AL)
CIK: 0001487712
Period of Report: 2012-06-30

Reporting Person: UDVAR-HAZY STEVEN F (Director, CHAIRMAN AND CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-30	Class A Common Stock	A	437606	—	Acquired	692939	Direct
2012-06-30	Class A Common Stock	F	183238	$19.41	Disposed	509701	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1044225	Indirect
Class A Common Stock	52500	Indirect
Class A Common Stock	10300	Indirect
Class A Common Stock	12800	Indirect
Class A Common Stock	17800	Indirect
Class A Common Stock	10300	Indirect
Class A Common Stock	278889	Indirect
Class A Common Stock	101667	Indirect
Class A Common Stock	35925	Indirect
Class A Common Stock	2700000	Indirect
Class A Common Stock	50000	Indirect

Footnotes

F1: Represents the shares of the Issuer's Class A Common Stock issued to the reporting person upon the vesting of 437,606 performance-based restricted stock units (RSUs) granted under the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan.

F2: Represents shares of the Issuer's Class A Common Stock withheld to satisfy tax withholding obligations in connection with the vesting of the RSUs reported in the footnote above.

F3: These shares are held by the Udvar-Hazy Separate Property Trust, of which the reporting person is the trustee.

F4: These shares are owned by the reporting person's wife. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

F5: These shares are owned by one of the reporting person's daughters. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

F6: These shares are owned by one of the reporting person's daughters. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

F7: These shares are owned by one of the reporting person's sons. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

F8: These shares are owned by one of the reporting person's sons. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

F9: These shares are held by Air Intercontinental, Inc., of which the reporting person is the sole stockholder and one of three directors.

F10: These shares are held by Ocean Equities, Inc. A trust, of which the reporting person is the trustee, is the sole stockholder of Ocean Equities, Inc. The reporting person is also one of three directors of Ocean Equities, Inc.

F11: These shares are held by Emerald Financial LLC. A trust, of which the reporting person is the trustee, controls a majority of the membership interests of Emerald Financial LLC. Additionally, the reporting person is one of three managers of Emerald Financial LLC.

F12: These shares are held by the Hazy Family Community Trust 5/28/85, of which the reporting person is the trustee.

F13: These shares are held by AL 1 Management, LLC, of which the reporting person is the sole member and manager.