Green Equity Investors CF, L.P. - Oct 22, 2021 Form 4 Insider Report for AerSale Corp (ASLE)

Signature
/s/ Andrew C. Goldberg, attorney-in-fact
Stock symbol
ASLE
Transactions as of
Oct 22, 2021
Transactions value $
$0
Form type
4
Date filed
10/26/2021, 07:36 PM
Previous filing
Sep 14, 2021
Next filing
Mar 21, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ASLE Common Stock Other +713K +3.58% 20.6M Oct 22, 2021 Direct F1, F2, F3, F4, F5, F6, F7
transaction ASLE Common Stock Other +254K +3.58% 7.36M Oct 22, 2021 Direct F1, F2, F5, F6, F7, F8, F9
transaction ASLE Common Stock Other +141 +3.59% 4.07K Oct 22, 2021 Direct F1, F2, F5, F6, F7, F10, F11

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ASLE Contingent Earnout Shares Other -713K -100% 0 Oct 22, 2021 Common Stock 713K Direct F1, F2, F12, F13
transaction ASLE Contingent Earnout Shares Other -254K -100% 0 Oct 22, 2021 Common Stock 254K Direct F1, F2, F14, F15
transaction ASLE Contingent Earnout Shares Other -141 -100% 0 Oct 22, 2021 Common Stock 141 Direct F1, F2, F16, F17
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 22, 2021, Green Equity Investors CF, L.P. ("Main CF"), Green Equity Investors Side CF, L.P. ("Side CF"), and LGP Associates CF, LLC ("Associates CF") received an aggregate of 967,117 shares of the Issuer's Common Stock in connection with the settlement of the Contingent Earnout Shares described in Table II, which were acquired by the successors of Main CF, Side CF, and Associates CF 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"). (continued in footnote 2)
F2 (continued from footnote 1) As of the consummation of transactions contemplated by the Merger Agreement, on December 22, 2020 (the "Closing Date"), the successors of Main CF, Side CF, and Associates CF became irrevocably entitled to receive the Contingent Earnout Shares 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. As a result of such conditions being met, Main CF, Side CF, and Associates CF acquired an additional 967,117 shares of Common Stock as required pursuant to the Merger Agreement.
F3 Represents shares of Common Stock of the Issuer acquired by Main CF pursuant to the "earnout" provision in the Merger Agreement.
F4 Represents shares of Common Stock owned by Main CF.
F5 GEI Capital CF, LLC ("Capital") is the general partner of Main CF and Side CF. Leonard Green & Partners, L.P. ("LGP") is the management company of Main CF and Side CF, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates CF.
F6 Each of Main CF, Side CF, Associates CF, Capital, LGP, LGPM, 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 Main CF, Side CF, and Associates CF (together, the "Investors") and, therefore, a "ten percent holder" hereunder.
F7 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.
F8 Represents shares of Common Stock of the Issuer acquired by Side CF pursuant to the "earnout" provision in the Merger Agreement.
F9 Represents shares of Common Stock owned by Side CF.
F10 Represents shares of Common Stock acquired by Associates CF pursuant to the "earnout" provision in the Merger Agreement.
F11 Represents shares of Common Stock owned by Associates CF.
F12 Represents Contingent Earnout Shares settled as shares of Common Stock and issued to Main CF pursuant to the "earnout" provision in the Merger Agreement.
F13 Represents Contingent Earnout Shares owned by Main CF.
F14 Represents Contingent Earnout Shares settled as shares of Common Stock and issued to Side CF pursuant to the "earnout" provision in the Merger Agreement.
F15 Represents Contingent Earnout Shares owned by Side CF.
F16 Represents Contingent Earnout shares settled as shares of Common Stock and issued to Associates CF pursuant to the "earnout" provision in the Merger Agreement.
F17 Represents Contingent Earnout shares owned by Associates CF.

Remarks:

Messrs. Jonathan Seiffer and Michael Kirton are members of the board of directors of the Issuer, and each is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Messrs. Seiffer and Kirton may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.