0001209191-20-065577.txt : 20201230 0001209191-20-065577.hdr.sgml : 20201230 20201230181038 ACCESSION NUMBER: 0001209191-20-065577 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201222 FILED AS OF DATE: 20201230 DATE AS OF CHANGE: 20201230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEIFFER JONATHAN A CENTRAL INDEX KEY: 0001243592 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 201426989 MAIL ADDRESS: STREET 1: 11111SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AerSale Corp CENTRAL INDEX KEY: 0001754170 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 831751907 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 121 ALHAMBRA PLAZA STREET 2: SUITE 1700 CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: (305) 764-3245 MAIL ADDRESS: STREET 1: 121 ALHAMBRA PLAZA STREET 2: SUITE 1700 CITY: CORAL GABLES STATE: FL ZIP: 33134 FORMER COMPANY: FORMER CONFORMED NAME: Monocle Acquisition Corp DATE OF NAME CHANGE: 20180925 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-12-22 0 0001754170 AerSale Corp ASLE 0001243592 SEIFFER JONATHAN A 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 Common Stock 26050506 I See footnote. Contingent Earnout Shares Common Stock 967117 I See footnote. Contingent Earnout Shares Common Stock 967117 I See footnote. Pursuant to the consummation of the business combination of Monocle Acquisition Corporation ("Monocle"), Monocle Holdings, Inc. (following the business combination, the "Issuer") and AerSale Corp., AerSale Corp. merged with and into a wholly-owned subsidiary of the Issuer, with AerSale Corp. surviving the business combination, and each share of AerSale Corp. common stock outstanding and each in-the-money AerSale Corp. stock appreciation right were converted into the right to receive a combination of cash and shares of the Issuer's common stock, as described in the Registration Statement on Form S-4 filed by the Issuer in connection with the business combination. Represents shares of Common Stock of the Issuer owned by Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), and LGP Parts Coinvest LLC ("Coinvest"). Of the shares of Common Stock reported, 20,027,681 shares are held by GEI V, 6,007,654 shares are held by GEI Side V, and 15,171 shares are held by Coinvest. 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 owned by GEI V, GEI Side V, and Coinvest. Mr. Seiffer disclaims beneficial ownership of the shares owned by each of GEI V, GEI Side V, and Coinvest, except to the extent of his pecuniary interest in GEI V and GEI Side V, and this report shall not otherwise be deemed an admission that he is the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Represents shares of Common Stock that may be issued to GEI V, GEI Side V, and Coinvest if the closing sale price of Common Stock equals or exceeds $13.50 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., Monocole, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P (the "Merger Agreement"). Of the contingent earnout shares reported, 743,522 shares would be issued to GEI V, 223,032 shares would be issued to GEI Side V, and 563 shares would be issued to Coinvest. Represents shares of Common Stock that may be issued to GEI V, GEI Side V, and Coinvest 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 Merger Agreement. Of the contingent earnout shares reported, 743,522 shares would be issued to GEI V, 223,032 shares would be issued to GEI Side V, and 563 shares would be issued to Coinvest. Exhibit 24 - Power of Attorney /s/ Andrew Goldberg, attorney-in-fact 2020-12-30 EX-24 2 attachment1.htm EX-24 DOCUMENT

Power of Attorney

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Cody L. Franklin, Andrew C. Goldberg, and Lance J.T. Schumacher signing
singly and not jointly, his true and lawful attorney in fact to:

(1) execute for and on behalf of the undersigned, in his capacity as an officer,
director or ten percent stockholder of AerSale Corp. (the "Issuer"), Forms 3, 4,
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934,
as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms 3, 4, or 5
and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney in fact may approve in such
attorney in fact's discretion.

The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney in fact, or such attorney
in fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys in fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Issuer assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to his
holdings of and transactions in securities issued by the Issuer, unless earlier
revoked by him in a signed writing delivered to the foregoing attorneys in fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this
30th day of December 2020.

/s/ Jonathan Seiffer
Jonathan Seiffer