AIR LEASE CORP — Director's Dealing 2013

Jun 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AIR LEASE CORP (AL)
CIK: 0001487712
Period of Report: 2013-06-05

Reporting Person: Green Equity Investors V, L.P. (Director)
Reporting Person: Green Equity Investors Side V, L.P. (Director)
Reporting Person: GEI Capital V, LLC (Director)
Reporting Person: Green V Holdings, LLC (Director)
Reporting Person: LEONARD GREEN PARTNERS LP (Director)
Reporting Person: LGP MANAGEMENT INC (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-05	Class A Common Stock	S	2356034	$26.57	Disposed	2985945	Direct
2013-06-05	Class A Common Stock	S	706753	$26.57	Disposed	895712	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	10624	Indirect

Footnotes

F1: Not applicable.

F2: Represents shares of Class A Common Stock sold by Green Equity Investors V, L.P. ("GEI V").

F3: GEI V is the direct owner of 2,985,945 shares of Class A Common Stock (the "GEI V Shares"). Green Equity Investors Side V, L.P. ("GEI Side V") is the direct owner of 895,712 shares of Class A Common Stock (the "GEI Side V Shares," and together with the GEI V Shares, the "Shares").

F4: GEI Capital V, LLC ("GEIC") is the general partner of GEI V and GEI Side V. Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.

F5: GEI V, as an affiliated entity of GEI Side V, GEI Side V, as an affiliated entity of GEI V, LGP, as the management company of GEI V and GEI Side V, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, and Holdings, as a limited partner of GEI V and GEI Side V, 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 owners of the Shares (in the case of GEI Side V, the GEI V Shares, and in the case of GEI V, the GEI Side V Shares) owned by GEI V or GEI Side V.

F6: GEI V is the direct owner of the securities reported on this row. Each of GEI Side V, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported on this row, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

F7: Represents shares of Class A Common Stock sold by GEI Side V.

F8: GEI Side V is the direct owner of the securities reported on this row. Each of GEI V, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported on this row, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

F9: Mr. John G. Danhakl is the direct owner of the shares reported on this row. Mr. Danhakl is a Managing Partner of LGP. The securities reported on this row are held by Mr. Danhakl for the benefit of LGP. GEI V, GEI Side V, LGP, LGPM, GEIC, and Holdings 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 indirect beneficial owners of the shares owned by Mr. Danhakl. Each of GEI V, GEI Side V, LGPM, GEIC, and Holdings disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

F10: Reflects 7,905 shares of the Issuer's Class A Common Stock and 2,719 restricted stock units ("RSUs") granted to Mr. Danhakl under the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan in respect of his service on the Issuer's board of directors. The RSUs can be settled only for stock, and will vest on May 8, 2014, provided Mr. Danhakl is still a member of the Issuer's board of directors at such time.