UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

FLY LEASING LIMITED

(Name of Issuer)

American Depositary Shares,

each representing one Common Share, par value $0.001 per share

(Title of Class of Securities)

05614P 101

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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This Amendment No. 5 to Schedule 13G (“Amendment No. 5”) relates to American Depository Shares, each representing one Common Share, par value $0.001 per share (“Common Stock”) of Fly Leasing Limited, a Bermuda corporation (the “Issuer”), and amends and supplements the Schedule 13G previously filed by Onex Corporation and other reporting persons therein with the Securities and Exchange Commission (“SEC”) on January 9, 2013, as amended by Amendment No.1 filed on April 3, 2017, Amendment No. 2 filed on February 13, 2018, Amendment No. 3 filed on February 15, 2019, and Amendment No. 4 (“Amendment No. 4”) filed on February 13, 2020 (as so amended, the “Schedule 13G”).

This Amendment No. 5 amends the Schedule 13G as set forth below, and is being filed to reflect that the Reporting Persons have disposed of all American Depositary Shares of the Issuer.

4. Ownership.

Item 4 is hereby amended and restated in its entirety as follows:

The information required by Items 4(a)-4(c) is set forth in Rows 5-11 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons. As of the date of this report, none of the Reporting Persons beneficially owns any American Depositary Shares of the Issuer.

Item 5. Ownership of Five Percent or Less of a Class

Item 5 is hereby amended and restated in its entirety as follows:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 26, 2022



ONEX CORPORATION

By:		/s/ David Copeland
		Name: David Copeland
		Title: Managing Director—Tax

ONEX PARTNERS III GP LP

By: Onex Partners GP Inc., its General Partner

By:		/s/ Joshua Hausman
		Name: Joshua Hausman
		Title: Vice President

ONEX PARTNERS GP INC.

By:		/s/ Joshua Hausman
		Name: Joshua Hausman
		Title: Vice President

ONEX US PRINCIPALS LP

By: Onex American Holdings GP LLC, its General Partner

By:		/s/ Joshua Hausman
		Name: Joshua Hausman
		Title: Director

ONEX AMERICAN HOLDINGS GP LLC

By:		/s/ Joshua Hausman
		Name: Joshua Hausman
		Title: Director

ONEX PRIVATE EQUITY HOLDINGS LLC

By:		/s/ Joshua Hausman
		Name: Joshua Hausman
		Title: Director


ONEX PARTNERS III PV LP

By: Onex Partners III GP LP, its General Partner
By: Onex Partners Manager LP, its Agent
By: Onex Partners Manager GP ULC, its General Partner

By:		/s/ Joshua Hausman
		Name: Joshua Hausman
		Title: Managing Director

ONEX PARTNERS III SELECT LP

By: Onex Partners III GP LP, its General Partner
By: Onex Partners Manager LP, its Agent
By: Onex Partners Manager GP ULC, its General Partner

By:		/s/ Joshua Hausman
		Name: Joshua Hausman
		Title: Managing Director

ONEX PARTNERS III LP

By: Onex Partners III GP LP, its General Partner
By: Onex Partners Manager LP, its Agent
By: Onex Partners Manager GP ULC, its General Partner

By:		/s/ Joshua Hausman
		Name: Joshua Hausman
		Title: Managing Director

NEW PCO II INVESTMENTS LTD.

By:		/s/ Michelle Iskander
		Name: Michelle Iskander
		Title: Secretary

MERIDIAN AVIATION PARTNERS LIMITED

By:		/s/ Jonathan Mueller
		Name: Jonathan Mueller
		Title: Director


ONEX ATR S.A.R.L.

By:		/s/ John McCoy
		Name: John McCoy
		Title: Type A Manager

ATR AVIATION HOLDINGS I CORPORATION

By:		/s/ John McCoy
		Name: John McCoy
		Title: Director

ONEX PARTNERS III INTERNATIONAL LP By: Onex Partners III International GP LP, its general partner By: Onex Partners Manager LP, its agent By: Onex Partners Manager GP ULC its general partner

By:		/s/ Joshua Hausman
		Name: Joshua Hausman
		Title: Managing Director

ONEX PARTNERS III INTERNATIONAL GP LP By: Onex Partners III International GP LLC, its general partner

By:		/s/ Matthew Ross
		Name: Matthew Ross
		Title: Director

ONEX PARTNERS III INTERNATIONAL GP LLC

By:		/s/ Matthew Ross
		Name: Matthew Ross
		Title: Director

ONEX PARTNERS CANADIAN GP INC.

By:		/s/ David Copeland
		Name: David Copeland
		Title: Vice President

/s/ Gerald W. Schwartz, by Andrea E. Daly
Gerald W. Schwartz, by Andrea E. Daly, attorney-in-fact pursuant to a power of attorney incorporated herein by reference from the Schedule 13G/A with respect to Fly Leasing Limited filed by Mr. Schwartz and other reporting persons on April 3, 2017

INDEX TO EXHIBITS


Exhibit:

99.1		Joint Filing Agreement, incorporated herein by reference to Exhibit 99.1 to Amendment No. 4, filed on February 13, 2020.

NAMES OF REPORTING PERSONS

Onex Corporation

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☒ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Ontario, Canada

Fly Leasing Ltd SC 13G/A