0001209191-21-027694.txt : 20210420
0001209191-21-027694.hdr.sgml : 20210420
20210420204412
ACCESSION NUMBER: 0001209191-21-027694
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: GEI Capital V, LLC
CENTRAL INDEX KEY: 0001449640
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38801
FILM NUMBER: 21839256
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Green Equity Investors Side V, L.P.
CENTRAL INDEX KEY: 0001449643
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38801
FILM NUMBER: 21839259
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Green Equity Investors V, L.P.
CENTRAL INDEX KEY: 0001449644
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38801
FILM NUMBER: 21839260
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LGP Parts Coinvest LLC
CENTRAL INDEX KEY: 0001838197
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38801
FILM NUMBER: 21839258
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD, SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 3109540444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD, SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LGP Associates V LLC
CENTRAL INDEX KEY: 0001642447
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38801
FILM NUMBER: 21839257
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BLVD.
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-654-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BLVD.
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Green V Holdings, LLC
CENTRAL INDEX KEY: 0001449645
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38801
FILM NUMBER: 21839255
BUSINESS ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 2000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 310-954-0444
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICA BOULEVARD
STREET 2: SUITE 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
1
0001754170
AerSale Corp
ASLE
0001449644
Green Equity Investors V, L.P.
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001449643
Green Equity Investors Side V, L.P.
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001838197
LGP Parts Coinvest LLC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001642447
LGP Associates V LLC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001449640
GEI Capital V, LLC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
0001449645
Green V Holdings, LLC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES
CA
90025
1
0
1
0
Common Stock
2021-04-16
4
J
0
20771203
12.55
D
0
D
Common Stock
2021-04-16
4
J
0
6230686
12.55
D
0
D
Common Stock
2021-04-16
4
J
0
15734
12.55
D
0
D
Contingent Earnout Share
2021-04-16
4
J
0
743522
D
Common Stock
743522
0
D
Contingent Earnout Share
2021-04-16
4
J
0
223032
D
Common Stock
223032
0
D
Contingent Earnout Share
2021-04-16
4
J
0
563
D
Common Stock
563
0
D
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 to Main CF and Side CF as part of the Transaction.
Represents shares owned by GEI V.
GEI Capital V, LLC ("Capital") is the general partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Green V Holdings, LLC is a limited partner of GEI V and GEI Side V. LGP Associates V LLC ("Associates") is the manager of Coinvest. Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates.
Each of GEI V, GEI Side V, Coinvest, Associates, Capital, LGP, LGPM, Holdings 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 GEI V, GEI Side V, and Coinvest (together, the "Investors") and, therefore, a "ten percent holder" hereunder.
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.
Represents shares of Common Stock contributed by GEI Side V to Side CF as part of the Transaction.
Represents shares of Common Stock owned by GEI Side V.
Represents shares of Common Stock contributed by Coinvest to Associates CF and Main CF as part of the Transaction.
Represents shares of Common Stock owned by Coinvest.
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 to Main CF and Side CF as part of the Transaction.
Represents Contingent Earnout Shares owned by GEI V.
Represents Contingent Earnout Shares contributed by GEI Side V to Side CF as part of the Transaction.
Represents Contingent Earnout Shares owned by GEI Side V.
Represents Contingent Earnout Shares contributed by Coinvest to Associates CF and Main CF as part of the Transaction.
Represents Contingent Earnout Shares owned by Coinvest.
/s/ Andrew C. Goldberg, Attorney-in-fact
2021-04-20