SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Adams Joseph P. Jr.

(Last)

(First)

(Middle)

415 WEST 13TH STREET, 7TH FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FTAI Aviation Ltd. [ FTAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	08/13/2024		M		35,593	A	$24.994	232,975	D
Ordinary Shares	08/13/2024		M		120,000	A	$21.514	352,975	D
Ordinary Shares	08/13/2024		M		12,838	A	$21.514	365,813	D
Ordinary Shares	08/13/2024		F⁽¹⁾		36,122	D	$103.75	329,691	D
Ordinary Shares								187,616	I	By LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$24.994	08/13/2024		M			35,593	⁽²⁾⁽³⁾	03/25/2031⁽⁴⁾	Ordinary Shares	35,593	$0	0	D
Stock Option (right to buy)	$21.514	08/13/2024		M			120,000	⁽²⁾⁽³⁾	09/14/2031⁽⁴⁾	Ordinary Shares	120,000	$0	0	D
Stock Option (right to buy)	$21.514	08/13/2024		M			12,838	⁽²⁾⁽³⁾	10/12/2031⁽⁴⁾	Ordinary Shares	12,838	$0	0	D

Explanation of Responses:

1. No shares were sold. Reflects deemed surrender of shares to satisfy the exercise price due upon exercise of the associated options.

2. Tandem awards correspond on a one-to-one basis with options granted to FIG LLC, the Company's former manager (or an affiliate of the Company's former manager), such that exercise by an employee of the tandem award would result in the corresponding option held by the former manager being cancelled. Upon the grant of options to the former manager (or an affiliate), such options were fully vested and became exercisable over a 30-month period (the "Total Exercisability Period") in monthly installments beginning on the first of each month following the month in which the options were granted.

3. When tandem awards were granted with respect to former manager options, the former manager options became exercisable in monthly installments over a portion of the Total Exercisability Period equal to the product of (i) the ratio of tandem awards to the total number of related options (including options underlying such tandem awards) multiplied by (ii) 30 (such period, the "Manager Exercisability Period"). Following the Manager Exercisability Period, the tandem awards vest in monthly installments on the first of each month over the remainder of the Total Exercisability Period and became exercisable only at the end of the Total Exercisability Period.

4. Represents the expiration date of the related former manager option. In general, the expiration date of the tandem award occurs prior to the expiration date of the underlying option.

	/s/ BoHee Yoon, as Attorney-in-fact	08/14/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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