Form 4 for ASLE AerSale Corp

Accepted 2021-10-26 00:00:00 ET · period of report 2021-10-22 · accession 0001209191-21-061708 · 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
DM	2021-10-26	2021-10-22	ASLE	LGP MANAGEMENT INC	Dir, 10%	J - Other	—	+967.1K	4,074	New	—
DM	2021-10-26	2021-10-22	ASLE	LGP MANAGEMENT INC	Dir, 10%	J - Other	—	-967.1K	0	-100%	—

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	2021-10-22	J	A	712,631	—	20,620,875	D	—	—	(F3) Represents shares of Common Stock of the Issuer acquired by Main CF pursuant to the "earnout" provision in the Merger Agreement. (F2) (continued from footnote 1) As of the consummation of transactions contemplated by the Merger Agreement, on December 22, 2020 (the "Closing Date"), the successors of Main CF, Side CF, and Associates CF became irrevocably entitled to receive the Contingent Earnout Shares 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. As a result of such conditions being met, Main CF, Side CF, and Associates CF acquired an additional 967,117 shares of Common Stock as required pursuant to the Merger Agreement. (F1) On October 22, 2021, Green Equity Investors CF, L.P. ("Main CF"), Green Equity Investors Side CF, L.P. ("Side CF"), and LGP Associates CF, LLC ("Associates CF") received an aggregate of 967,117 shares of the Issuer's Common Stock in connection with the settlement of the Contingent Earnout Shares described in Table II, which were acquired by the successors of Main CF, Side CF, and Associates CF 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., Monocole, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P. (the "Merger Agreement"). (continued in footnote 2) (F5) GEI Capital CF, LLC ("Capital") is the general partner of Main CF and Side CF. Leonard Green & Partners, L.P. ("LGP") is the management company of Main CF and Side CF, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates CF. (F7) Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose. (F4) Represents shares of Common Stock owned by Main CF. (F6) Each of Main CF, Side CF, Associates CF, Capital, LGP, LGPM, and Peridot 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 some or all of the shares of Common Stock held by Main CF, Side CF, and Associates CF (together, the "Investors") and, therefore, a "ten percent holder" hereunder.
2	Common	Common Stock	2021-10-22	J	A	254,345	—	7,359,791	D	—	—	(F8) Represents shares of Common Stock of the Issuer acquired by Side CF pursuant to the "earnout" provision in the Merger Agreement. (F2) (continued from footnote 1) As of the consummation of transactions contemplated by the Merger Agreement, on December 22, 2020 (the "Closing Date"), the successors of Main CF, Side CF, and Associates CF became irrevocably entitled to receive the Contingent Earnout Shares 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. As a result of such conditions being met, Main CF, Side CF, and Associates CF acquired an additional 967,117 shares of Common Stock as required pursuant to the Merger Agreement. (F1) On October 22, 2021, Green Equity Investors CF, L.P. ("Main CF"), Green Equity Investors Side CF, L.P. ("Side CF"), and LGP Associates CF, LLC ("Associates CF") received an aggregate of 967,117 shares of the Issuer's Common Stock in connection with the settlement of the Contingent Earnout Shares described in Table II, which were acquired by the successors of Main CF, Side CF, and Associates CF 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., Monocole, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P. (the "Merger Agreement"). (continued in footnote 2) (F5) GEI Capital CF, LLC ("Capital") is the general partner of Main CF and Side CF. Leonard Green & Partners, L.P. ("LGP") is the management company of Main CF and Side CF, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates CF. (F9) Represents shares of Common Stock owned by Side CF. (F7) Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose. (F6) Each of Main CF, Side CF, Associates CF, Capital, LGP, LGPM, and Peridot 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 some or all of the shares of Common Stock held by Main CF, Side CF, and Associates CF (together, the "Investors") and, therefore, a "ten percent holder" hereunder.
3	Common	Common Stock	2021-10-22	J	A	141	—	4,074	D	—	—	(F10) Represents shares of Common Stock acquired by Associates CF pursuant to the "earnout" provision in the Merger Agreement. (F2) (continued from footnote 1) As of the consummation of transactions contemplated by the Merger Agreement, on December 22, 2020 (the "Closing Date"), the successors of Main CF, Side CF, and Associates CF became irrevocably entitled to receive the Contingent Earnout Shares 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. As a result of such conditions being met, Main CF, Side CF, and Associates CF acquired an additional 967,117 shares of Common Stock as required pursuant to the Merger Agreement. (F1) On October 22, 2021, Green Equity Investors CF, L.P. ("Main CF"), Green Equity Investors Side CF, L.P. ("Side CF"), and LGP Associates CF, LLC ("Associates CF") received an aggregate of 967,117 shares of the Issuer's Common Stock in connection with the settlement of the Contingent Earnout Shares described in Table II, which were acquired by the successors of Main CF, Side CF, and Associates CF 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., Monocole, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P. (the "Merger Agreement"). (continued in footnote 2) (F11) Represents shares of Common Stock owned by Associates CF. (F5) GEI Capital CF, LLC ("Capital") is the general partner of Main CF and Side CF. Leonard Green & Partners, L.P. ("LGP") is the management company of Main CF and Side CF, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates CF. (F7) Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose. (F6) Each of Main CF, Side CF, Associates CF, Capital, LGP, LGPM, and Peridot 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 some or all of the shares of Common Stock held by Main CF, Side CF, and Associates CF (together, the "Investors") and, therefore, a "ten percent holder" hereunder.
4	Derivative	Contingent Earnout Shares	2021-10-22	J	D	712,631	—	0	D	— · — to —	712,631 Common Stock	(F12) Represents Contingent Earnout Shares settled as shares of Common Stock and issued to Main CF pursuant to the "earnout" provision in the Merger Agreement. (F2) (continued from footnote 1) As of the consummation of transactions contemplated by the Merger Agreement, on December 22, 2020 (the "Closing Date"), the successors of Main CF, Side CF, and Associates CF became irrevocably entitled to receive the Contingent Earnout Shares 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. As a result of such conditions being met, Main CF, Side CF, and Associates CF acquired an additional 967,117 shares of Common Stock as required pursuant to the Merger Agreement. (F1) On October 22, 2021, Green Equity Investors CF, L.P. ("Main CF"), Green Equity Investors Side CF, L.P. ("Side CF"), and LGP Associates CF, LLC ("Associates CF") received an aggregate of 967,117 shares of the Issuer's Common Stock in connection with the settlement of the Contingent Earnout Shares described in Table II, which were acquired by the successors of Main CF, Side CF, and Associates CF 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., Monocole, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P. (the "Merger Agreement"). (continued in footnote 2) (F13) Represents Contingent Earnout Shares owned by Main CF.
5	Derivative	Contingent Earnout Shares	2021-10-22	J	D	254,345	—	0	D	— · — to —	254,345 Common Stock	(F14) Represents Contingent Earnout Shares settled as shares of Common Stock and issued to Side CF pursuant to the "earnout" provision in the Merger Agreement. (F2) (continued from footnote 1) As of the consummation of transactions contemplated by the Merger Agreement, on December 22, 2020 (the "Closing Date"), the successors of Main CF, Side CF, and Associates CF became irrevocably entitled to receive the Contingent Earnout Shares 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. As a result of such conditions being met, Main CF, Side CF, and Associates CF acquired an additional 967,117 shares of Common Stock as required pursuant to the Merger Agreement. (F1) On October 22, 2021, Green Equity Investors CF, L.P. ("Main CF"), Green Equity Investors Side CF, L.P. ("Side CF"), and LGP Associates CF, LLC ("Associates CF") received an aggregate of 967,117 shares of the Issuer's Common Stock in connection with the settlement of the Contingent Earnout Shares described in Table II, which were acquired by the successors of Main CF, Side CF, and Associates CF 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., Monocole, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P. (the "Merger Agreement"). (continued in footnote 2) (F15) Represents Contingent Earnout Shares owned by Side CF.
6	Derivative	Contingent Earnout Shares	2021-10-22	J	D	141	—	0	D	— · — to —	141 Common Stock	(F16) Represents Contingent Earnout shares settled as shares of Common Stock and issued to Associates CF pursuant to the "earnout" provision in the Merger Agreement. (F2) (continued from footnote 1) As of the consummation of transactions contemplated by the Merger Agreement, on December 22, 2020 (the "Closing Date"), the successors of Main CF, Side CF, and Associates CF became irrevocably entitled to receive the Contingent Earnout Shares 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. As a result of such conditions being met, Main CF, Side CF, and Associates CF acquired an additional 967,117 shares of Common Stock as required pursuant to the Merger Agreement. (F1) On October 22, 2021, Green Equity Investors CF, L.P. ("Main CF"), Green Equity Investors Side CF, L.P. ("Side CF"), and LGP Associates CF, LLC ("Associates CF") received an aggregate of 967,117 shares of the Issuer's Common Stock in connection with the settlement of the Contingent Earnout Shares described in Table II, which were acquired by the successors of Main CF, Side CF, and Associates CF 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., Monocole, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P. (the "Merger Agreement"). (continued in footnote 2) (F17) Represents Contingent Earnout shares owned by Associates CF.