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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Willis Austin Chandler (Last) (First) (Middle) 4700 LYONS TECHNOLOGY PARKWAY (Street) COCONUT CREEK FL 33073 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol WILLIS LEASE FINANCE CORP [ WLFC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 11/13/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year) 11/15/2023	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/13/2023		S		3,000	D	$44.0328(1)	243,715	I	2019 Willis Family Trust(5)(6)
Common Stock	11/14/2023		S		8,000	D	$44.4949(2)	235,715	I	2019 Willis Family Trust(5)(6)
Common Stock	11/15/2023		S		2,459	D	$44.2171(3)	233,256	I	2019 Willis Family Trust(5)(6)
Common Stock	11/15/2023		S		541	D	$44.5524(4)	232,715	I	2019 Willis Family Trust(5)(6)
Common Stock								112,669	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $43.95 to $44.50, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) of this Form 4.

2. This transaction was executed in multiple trades at prices ranging from $44.20 to $45.00, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) of this Form 4.

3. This transaction was executed in multiple trades at prices ranging from $44.00 to $44.47, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) of this Form 4.

4. This transaction was executed in multiple trades at prices ranging from $45.20 to $45.81, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) of this Form 4.

5. 2019 Willis Family Trust, Austin Willis Trustee.

6. Includes 213,415 shares having shared voting power of CFW Partners with Charles F. Willis IV.

Remarks:

On November 15, 2023, the reporting person filed a Form 4 which inadvertently reported that all shares were sold directly by the reporting person. In fact, as reported in this amendment, all shares were sold by the 2019 Willis Family Trust. As of November 15, 2023, the reporting person directly held 112,669 shares, and the 2019 Willis Family Trust directly held 232,715 shares. As of the date of this amendment, the reporting person directly holds 116,635 shares, and the 2019 Willis Family Trust directly holds 232,715 shares.

	/s/ Austin C. Willis	03/04/2024
	** 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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