WILLIS LEASE FINANCE CORP — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS LEASE FINANCE CORP (wlfc)
CIK: 0001018164
Period of Report: 2012-01-27

Reporting Person: WILLIS CHARLES F IV (Director, CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-27	Common Stock	M	1600	$4.68	Acquired	654503	Direct
2012-01-27	Common Stock	S	1600	$13.5266	Disposed	652903	Direct
2012-01-30	Common Stock	M	600	$4.68	Acquired	653503	Direct
2012-01-30	Common Stock	S	600	$13.6017	Disposed	652903	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-27	Non-qualified Stock Option	$4.68	M	1600	Disposed	2012-05-08	Common Stock (1600)	Direct
2012-01-30	Non-qualified Stock Option	$4.68	M	600	Disposed	2012-05-08	Common Stock (600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2196447	Indirect
Common Stock	4489	Indirect
Common Stock	4489	Indirect

Footnotes

F1: Shares acquired and sold pursuant to 10b5-1 transaction

F2: This transaction was executed in multiple trades at prices ranging from $13.34 to $13.65. The price report above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: This transaction was executed in multiple trades at prices ranging from $13.54 to $13.71. The price report above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: Charles F. Willis V Trust.

F5: JTWROS