Form 4 for ASLE AerSale Corp
Accepted 2021-09-14 00:00:00 ET · period of report 2021-09-10 · accession 0001209191-21-056089 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2021-09-14 | 2021-09-10 | ASLE | SEIFFER JONATHAN A | Dir, 10% | J - Other | $12.55 | 0 | 27.02M | New | $0 |
| DMI | 2021-09-14 | 2021-09-10 | ASLE | SEIFFER JONATHAN A | Dir, 10% | J - Other | — | 0 | 967.1K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-09-10 | J | D | 574,528 | $12.55 | 27,017,623 | I See footnote. | — | — | (F2) Represents shares of Common Stock transferred to Main CF by Side CF as part of the Transaction. (F1) This Form 4 is being filed as a result of a rebalancing transaction in which Green Equity Investors Side CF, L.P. ("Side CF") transferred (i) 574,528 shares of Common Stock of the Issuer to Green Equity Investors CF, L.P. ("Main CF") and (ii) 20,565 Contingent Earnout Shares (as described below), in order to correct a scrivener's error in the recorded holdings of each of Main CF and Side CF (the "Transaction"). There was no change in the aggregate number of shares of Common Stock or Contingent Earnout Shares beneficially owned by the Reporting Persons as a result of such transaction. The price for the Common Stock reflected in this Form 4 is the closing price on April 16, 2021, the record date of the holdings as to which the scrivener's error related. (F3) Represents shares of Common Stock owned by Main CF, Side CF, and Associates CF. Of the shares of Common Stock reported, 19,908,244 are owned by Main CF, 7,105,446 are owned by Side CF, and 3,933 are owned by Associates CF. (F4) Mr. Seiffer 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 owner of the shares of Common Stock owned by Main CF, Side CF, and Associates CF. Mr. Seiffer disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 2 | Common | Common Stock | 2021-09-10 | J | A | 574,528 | $12.55 | 27,017,623 | I See footnote. | — | — | (F2) Represents shares of Common Stock transferred to Main CF by Side CF as part of the Transaction. (F1) This Form 4 is being filed as a result of a rebalancing transaction in which Green Equity Investors Side CF, L.P. ("Side CF") transferred (i) 574,528 shares of Common Stock of the Issuer to Green Equity Investors CF, L.P. ("Main CF") and (ii) 20,565 Contingent Earnout Shares (as described below), in order to correct a scrivener's error in the recorded holdings of each of Main CF and Side CF (the "Transaction"). There was no change in the aggregate number of shares of Common Stock or Contingent Earnout Shares beneficially owned by the Reporting Persons as a result of such transaction. The price for the Common Stock reflected in this Form 4 is the closing price on April 16, 2021, the record date of the holdings as to which the scrivener's error related. (F3) Represents shares of Common Stock owned by Main CF, Side CF, and Associates CF. Of the shares of Common Stock reported, 19,908,244 are owned by Main CF, 7,105,446 are owned by Side CF, and 3,933 are owned by Associates CF. (F4) Mr. Seiffer 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 owner of the shares of Common Stock owned by Main CF, Side CF, and Associates CF. Mr. Seiffer disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 3 | Derivative | Contingent Earnout Shares | 2021-09-10 | J | D | 20,565 | — | 967,117 | I See footnote. | — · — to — | 967,117 Common Stock | (F6) Represents Contingent Earnout Shares transferred to Main CF by Side CF as part of the Transaction. (F5) The Contingent Earnout Shares are shares of Common Stock that may be issued to Main CF, Side CF, and Associates CF if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Amended and Restated Merger Agreement, dated as of September 8, 2020 by and among the Issuer, Aersale Aviation, Inc., Monocle, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P. Of the Contingent Earnout Shares reported, 712,631 are owned by Main CF, 254,345 are owned by Side CF, and 141 are owned by Associates CF. (F4) Mr. Seiffer 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 owner of the shares of Common Stock owned by Main CF, Side CF, and Associates CF. Mr. Seiffer disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 4 | Derivative | Contingent Earnout Shares | 2021-09-10 | J | A | 20,565 | — | 967,117 | I See footnote | — · — to — | 967,117 Common Stock | (F7) Represents Contingent Earnout Shares transferred by Side CF to main CF as part of the Transaction. (F5) The Contingent Earnout Shares are shares of Common Stock that may be issued to Main CF, Side CF, and Associates CF if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025, pursuant to an "earn out" provision in the Amended and Restated Merger Agreement, dated as of September 8, 2020 by and among the Issuer, Aersale Aviation, Inc., Monocle, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P. Of the Contingent Earnout Shares reported, 712,631 are owned by Main CF, 254,345 are owned by Side CF, and 141 are owned by Associates CF. (F4) Mr. Seiffer 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 owner of the shares of Common Stock owned by Main CF, Side CF, and Associates CF. Mr. Seiffer disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |