0001209191-21-027695.txt : 20210420 0001209191-21-027695.hdr.sgml : 20210420 20210420210214 ACCESSION NUMBER: 0001209191-21-027695 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210416 FILED AS OF DATE: 20210420 DATE AS OF CHANGE: 20210420 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEIFFER JONATHAN A CENTRAL INDEX KEY: 0001243592 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 21839269 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-04-16 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 2021-04-16 4 J 0 27017623 12.55 D 0 I See footnote. Common Stock 2021-04-16 4 J 0 27017623 12.55 A 27017623 I See footnote. Contingent Earnout Shares 2021-04-16 4 J 0 967117 0.00 D Common Stock 967117 0 I See footnote. Contingent Earnout Shares 2021-04-16 4 J 0 967117 0.00 A Common Stock 967117 967117 I See footnote. On April 16, 2021, Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), and LGP Parts Coinvest LLC ("Coinvest") contributed all securities of the Issuer to each of Green Equity Investors CF, L.P. ("Main CF"), Green Equity Investors Side CF, L.P. ("Side CF"), and LGP Associates CF, LLC ("Associates CF") as part of a transaction pursuant to which GEI V, GEI Side V, Coinvest, and other affiliated co-investment vehicles engaged in a coordinated transfer of their equity interests in several portfolio companies (including the Issuer) to one or more newly formed affiliated investment funds (the "Transaction"). Represents shares of Common Stock of the Issuer contributed by GEI V, GEI Side V, and Coinvest pursuant to the Transaction. Of the shares of Common Stock contributed, 20,771,203 were contributed by GEI V, 6,230,686 were contributed by GEI Side V, and 15,734 were contributed by Coinvest. Represents shares of Common Stock of the Issuer owned by GEI V, GEI Side V, and Coinvest. Of the shares of Common Stock reported, 0 are owned by GEI V, 0 are owned by GEI Side V, and 0 are owned 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 of Common Stock owned by GEI V, GEI Side V, and Coinvest, and 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. Represents shares of Common Stock of the Issuer acquired by Main CF, Side CF, and Associates CF pursuant to the Transaction. Of the shares of Common Stock acquired, 19,333,716 were acquired by Main CF, 7,679,974 were acquired by Side CF, and 3,933 were acquired by Associates CF. Represents shares of Common Stock of the Issuer owned by Main CF, Side CF, and Associates CF. Of the shares of Common Stock reported, 19,333,716 are owned by Main CF, 7,679,974 are owned by Side CF, and 3,933 are owned by Associates CF. The Contingent Earnout Shares are 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 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. Represents Contingent Earnout Shares contributed by GEI V, GEI Side V, and Coinvest pursuant to the Transaction. Of the shares contributed, 743,522 were contributed by GEI V, 223,032 were contributed by GEI Side V, and 563 were contributed by Coinvest. Represents Contingent Earnout Shares owned by GEI V, GEI Side V, and Coinvest. Of the shares reported, 0 are owned by GEI V, 0 are owned by GEI Side V, and 0 are owned Coinvest. Represents Contingent Earnout Shares acquired by Main CF, Side CF, and Associates CF pursuant to the Transaction. Of the shares acquired, 692,066 were acquired by Main CF, 274,910 were acquired by Side CF, and 141 were acquired by Associates CF. Represents Contingent Earnout Shares owned by Main CF, Side CF, and Associates CF pursuant to the Transaction. Of the shares acquired, 692,066 were acquired by Main CF, 274,910 were acquired by Side CF, and 141 were acquired by Associates CF. /s/ Andrew C. Golberg, Attorney-in-fact 2021-04-20