8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: January 22, 2016

Willis Lease Finance Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	001-15369	68-0070656
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

773 San Marin Drive, Suite 2215
Novato, California 94998

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 408-4700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Brad S. Forsyth, the Senior Vice President and Chief Financial Officer of Willis Lease Finance Corporation, announced his decision to resign as Senior Vice President and Chief Financial Officer of the Company, effective February 18, 2016.

On January 22, 2016, Willis Lease Finance Corporation issued a press release regarding Mr. Forsyth’s resignation.  A copy of the press release is included as Exhibit 99.1 to this report.

Item 9.01 Financial Statements & Exhibits

Exhibit No.	Description
99.1	Press Release issued by Willis Lease Finance Corporation dated January 22, 2016.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 22, 2016

WILLIS LEASE FINANCE CORPORATION
By:	/s/ Dean M. Poulakidas
Dean M. Poulakidas
Senior Vice President
and General Counsel

3

EX-99.1

Exhibit 99.1

		CONTACT:	Charles F. Willis
			Chief Executive Officer
NEWS RELEASE			(415) 408-4700

Brad Forsyth to Resign as Willis Lease CFO

Novato, CA, —January 22, 2016 — Willis Lease Finance Corporation (Nasdaq: WLFC) announced today that Brad Forsyth will be resigning as Chief Financial Officer, effective February 18, 2016.  A search for a permanent replacement has been initiated.

“We understand Brad’s decision to resign for personal reasons, and on behalf of the entire Company, we thank Brad for his valuable counsel and financial leadership over the past nine years,” said Charles F. Willis, Chairman and CEO. “We greatly appreciate his dedication and hard work, and we wish him well in the future.”

“The decision to leave Willis Lease was a difficult one for me,” said Mr. Forsyth.  “In the nine years I have served as Chief Financial Officer at Willis Lease, I have greatly enjoyed working with many outstanding people. Together we have built a strong, resilient and diversified business that is a global leader in the aviation engine leasing market.”

Following Mr. Forsyth’s departure and during the Company’s search for a permanent replacement, functions previously performed by Mr. Forsyth will be managed with existing personnel. The Company also will bring in qualified, temporary assistance as needed.

About Willis Lease Finance

Willis Lease Finance Corporation leases large and regional spare commercial aircraft engines, auxiliary power units and aircraft to airlines, aircraft engine manufacturers and maintenance, repair and overhaul providers in 120 countries. These leasing activities are integrated with engine and aircraft trading, engine lease pools supported by cutting edge technology, as well as various end-of-life solutions for aircraft, engines and aviation materials provided through its subsidiary, Willis Aeronautical Services, Inc.

Except for historical information, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties.  Do not unduly rely on forward-looking statements, which give only expectations about the future and are not guarantees.  Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them.  Our actual results may differ materially from the results discussed in forward-looking statements.  Factors that might cause such a difference include, but are not limited to: the effects on the airline industry and the global economy of events such as terrorist activity, changes in oil prices and other disruptions to the world markets; trends in the airline industry and our ability to capitalize on those trends, including growth rates of markets and other economic factors; risks associated with owning and leasing jet engines and aircraft; our ability to successfully negotiate equipment purchases, sales and leases, to collect outstanding amounts due and to control costs and expenses; changes in interest rates and availability of capital, both to us and our customers; our ability to continue to meet the changing customer demands; regulatory changes affecting airline operations, aircraft maintenance, accounting standards and taxes; the market value of engines and other assets in our portfolio; and risks detailed in the Company’s Annual Report on Form 10-K/A and other continuing reports filed with the Securities and Exchange Commission.

-0-

Note: Transmitted on Globenewswire on January 22, 2016, at 6:00 a.m. EST