AIR LEASE CORP — Director's Dealing 2016

Nov 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AIR LEASE CORP (AL)
CIK: 0001487712
Period of Report: 2016-11-11

Reporting Person: UDVAR-HAZY STEVEN F (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-12	Air Lease Corporation -Class A Common Stock	G	3000	—	Disposed	847475	Direct
2016-11-11	Air Lease Corporation - Class A Common Stock	M	1000	$20.00	Acquired	848475	Direct
2016-08-12	Air Lease Corporation - Class A Common Stock	G	100	—	Acquired	27800	Indirect
2016-08-12	Air Lease Corporation Class A Common Stock	G	100	—	Acquired	10600	Indirect
2016-08-12	Air Lease Corporation - Class A Common Stock	G	100	—	Acquired	13100	Indirect
2016-08-12	Air Lease Corporation- Class A Common Stock	G	100	—	Acquired	18100	Indirect
2016-08-12	Air Lease Corporation -Class A Common Stock	G	100	—	Acquired	10600	Indirect
2016-08-12	Air Lease Corporation - Class A Common Stock	G	100	—	Acquired	100	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-11	Employee Stock Option (Right to Buy)	$20.00	M	1000	Disposed	2020-06-04	Class A Common Stock (1000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Air Lease Corporation - Class A Common Stock	1209558	Indirect
Air Lease Corporation - Class A Common Stock	328889	Indirect
Air Lease Corporation - Class A Common Stock	101667	Indirect
Air Lease Corporation - Class A Common Stock	35925	Indirect
Air Lease Corporation - Class A Common Stock	2700000	Indirect

Footnotes

F1: Represents the shares of the Issuer's Class A Common Stock issued to the reporting person upon the exercise of 1,000 incentive stock options granted under the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan.

F2: These shares are held by the Udvar-Hazy Separate Property Trust, of which the reporting person is the trustee.

F3: 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.

F4: 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.

F5: 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 an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

F6: These shares are held by Air Intercontinental, Inc., of which the reporting person is the sole stockholder and one of three directors.

F7: 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.

F8: 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.

F9: These shares are held by the Hazy Family Community Trust 5/28/85, of which the reporting person is the trustee

F10: These shares are held by the reporting person as custodian for his grandson under the California Uniform Transfers to Minors Act. 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 an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

F11: Employee stock options granted under the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan, which vested in three equal annual installments beginning on June 4, 2011.