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WILLIS LEASE FINANCE CORP Director's Dealing 2012

May 15, 2012

32136_dirs_2012-05-15_368874ba-a5cc-4682-9d3c-cb26d897fbc3.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WILLIS LEASE FINANCE CORP (wlfc)
CIK: 0001018164
Period of Report: 2012-04-30

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-04-30 Common Stock M 3539 $5.01 Acquired 724487 Direct
2012-04-30 Common Stock S 3539 $12.9565 Disposed 720948 Direct
2012-05-01 Common Stock M 3447 $5.01 Acquired 724395 Direct
2012-05-01 Common Stock S 3447 $13.0147 Disposed 720948 Direct
2012-05-02 Common Stock M 1233 $5.01 Acquired 722181 Direct
2012-05-02 Common Stock S 1233 $12.9693 Disposed 720948 Direct
2012-05-03 Common Stock M 4668 $5.01 Acquired 725616 Direct
2012-05-03 Common Stock S 4668 $12.987 Disposed 720948 Direct
2012-05-03 Common Stock S 163 $12.987 Disposed 720785 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-04-30 Non-qualified Stock Option $5.01 M 3539 Disposed 2013-03-03 Common Stock (3539) Direct
2012-05-01 Non-qualified Stock Option $5.01 M 3447 Disposed 2013-03-03 Common Stock (3447) Direct
2012-05-02 Non-qualified Stock Option $5.01 M 1233 Disposed 2013-03-03 Common Stock (1233) Direct
2012-05-03 Non-qualified Stock Option $5.01 M 4668 Disposed 2013-03-03 Common Stock (4668) 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 a 10b5-1 plan

F2: This transaction was executed in multiple trades at prices ranging from $12.90 to $13.05. 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 $12.91 to $13.05. 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: This transaction was executed in multiple trades at prices ranging from $12.915 to $13.01. 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.

F5: This transaction was executed in multiple trades at prices ranging from $12.90 to $13.01. 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.

F6: Shares sold pursuant to 10b5-1 transaction.

F7: Charles F. Willis V Trust

F8: JTWROS