4//SEC Filing
Kirton Michael 4
Accession 0001209191-21-061706
CIK 0001754170other
Filed
Oct 25, 8:00 PM ET
Accepted
Oct 26, 7:33 PM ET
Size
10.9 KB
Accession
0001209191-21-061706
Insider Transaction Report
Form 4
AerSale CorpASLE
Kirton Michael
Director10% Owner
Transactions
- Other
Common Stock
2021-10-22+967,117→ 27,984,740 total(indirect: See footnote.) - Other
Contingent Earnout Shares
2021-10-22−967,117→ 0 total(indirect: See footnote.)→ Common Stock (967,117 underlying)
Footnotes (7)
- [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 acquired by Main CF, Side CF, and Associates CF pursuant to the "earnout" provision in the Merger Agreement. Of the shares of Common Stock reported, 712,631 were acquired by Main CF, 254,345 were acquired by Side CF, and 141 were acquired by Associates CF.
- [F4]Represents shares of Common Stock owned by Main CF, Side CF, and Associates CF. Of the shares of Common Stock reported, 20,620,875 are owned by Main CF, 7,359,791 are owned by Side CF, and 4,074 are owned by Coinvest.
- [F5]Mr. Kirton 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 Main CF, Side CF, and Associates CF. Mr. Kirton disclaims beneficial ownership of the shares of Common Stock owned by each of Main CF, Side CF, and Associates CF, 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.
- [F6]Represents Contingent Earnout Shares settled as shares of Common Stock and issued to Main CF, Side CF, and Associates CF. Of the Contingent Earnout Shares reported, 712,631 were issued to Main CF, 254,345 were issued to Side CF, and 141 were issued to Associates CF.
- [F7]Represents Contingent Earnout Shares owned by Main CF, Side CF, and Associates CF. Of the Contingent Earnout Shares reported, 0 are owned by Main CF, 0 are owned by Side CF, and 0 are owned by Associates CF.
Documents
Issuer
AerSale Corp
CIK 0001754170
Entity typeother
Related Parties
1- filerCIK 0001837767
Filing Metadata
- Form type
- 4
- Filed
- Oct 25, 8:00 PM ET
- Accepted
- Oct 26, 7:33 PM ET
- Size
- 10.9 KB