AIR LEASE CORP — Director's Dealing 2012

May 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AIR LEASE CORP (AL)
CIK: 0001487712
Period of Report: 2012-05-10

Reporting Person: DANHAKL JOHN G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-10	Class A Common Stock	A	3377	—	Acquired	3377	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	6944444	Indirect
Class A Common Stock	4528	Direct

Footnotes

F1: Green Equity Investors V, L.P. ("GEI V") and Green Equity Investors Side V, L.P. ("GEI Side V") are the direct owners of the shares reported on this row. Mr. Danhakl 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 an indirect beneficial owner of the shares owned by GEI V and GEI Side V. Mr. Danhakl disclaims beneficial ownership of the shares reported on this row except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is a beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F2: Mr. Danhakl is a Managing Partner of Leonard Green and Partners, L.P. ("LGP"), the management company of GEI V and GEI Side V (together with LGP, the "LGP Entities") which also hold securities of the Issuer. The securities reported on this row are held by Mr. Danhakl for the benefit of LGP. Mr. Danhakl disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. The securities reported on this row do not include, and Mr. Danhakl expressly disclaims beneficial ownership of, any securities of the Issuer owned by the LGP Entities, except to the extent of any pecuniary interest therein.

F3: Not applicable.

F4: Granted as compensation for services.

F5: The Issuer granted Mr. Danhakl the securities reported on this row in the form of restricted stock units ("RSU") under the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan. The RSUs can be settled only for stock, and will vest on May 10, 2013, provided Mr. Danhakl is still a member of the Issuer's board of directors at such time.

F6: Mr. Danhakl is a Managing Partner of LGP, the management company of the LGP Entities which also hold securities of the Issuer. The securities reported on this row are held by Mr. Danhakl for the benefit of LGP. Mr. Danhakl disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. The securities reported on this row do not include, and Mr. Danhakl expressly disclaims beneficial ownership of, any securities of the Issuer owned by the LGP Entities, except to the extent of any pecuniary interest therein.