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: ROSS WILBUR L JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-10	Class A Common Stock	A	3377	—	Acquired	7905	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	4233000	Indirect
Class A Common Stock	17000	Indirect

Footnotes

F1: On May 10, 2012, the Issuer granted the reporting person 3,377 restricted stock units (RSUs) under the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan, in connection with his service as a member of the board of directors of the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. Subject to certain conditions, all of these RSUs will vest in full on May 10, 2013, the first anniversary of the grant date.

F2: 4,233,000 shares are held by WLR Recovery Fund IV, L.P. and 17,000 shares are held by WLR IV Parallel ESC, L.P. The reporting person is the Chairman and CEO of WL Ross & Company LLC and the managing member of El Vedado LLC, the general partner of WL Ross Group, L.P., which is in turn the managing member of WLR Recovery Associates IV LLC, which is the general partner of WLR Recovery Fund IV, L.P. Invesco Private Capital, Inc. is the managing member of Invesco WLR IV Associates LLC, which is in turn the general partner of WLR IV Parallel ESC, L.P. Invesco WLR IV Associates LLC and WLR Recovery Associates IV LLC have agreed to make investments for WLR IV Parallel ESC, L.P. on a pro rata basis in parallel with WLR Recovery Fund IV, L.P.

F3: (Footnote 2 contd.) The reporting person expressly disclaims beneficial ownership over these shares of Class A Common Stock, 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.