Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-061708
Date:2021-10-22
Issuer: AERSALE CORP (ASLE)
Original Submission Date:

Reporting Person:

GREEN EQUITY INVESTORS CF, L.P.
11111 SANTA MONICA BLVD.
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

GEI CAPITAL CF, LLC
11111 SANTA MONICA BLVD.
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

GREEN EQUITY INVESTORS SIDE CF, L.P.
11111 SANTA MONICA BLVD.
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

LEONARD GREEN & PARTNERS, L.P.
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025

Reporting Person:

LGP ASSOCIATES CF, LLC
11111 SANTA MONICA BLVD.
SUITE 2000 LOS ANGELES, CA 90025

Reporting Person:

LGP MANAGEMENT INC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025

Reporting Person:

PERIDOT COINVEST MANAGER LLC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2021-10-22 J 712,631 a $0.00 20,620,875 direct
COMMON STOCK 2021-10-22 J 254,345 a $0.00 7,359,791 direct
COMMON STOCK 2021-10-22 J 141 a $0.00 4,074 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CONTINGENT EARNOUT SHARES 0.0 2021-10-22 deemed execution date J 712,631 (d) common stock 712,631 $0.00 0 direct
CONTINGENT EARNOUT SHARES 0.0 2021-10-22 deemed execution date J 254,345 (d) common stock 254,345 $0.00 0 direct
CONTINGENT EARNOUT SHARES 0.0 2021-10-22 deemed execution date J 141 (d) common stock 141 $0.00 0 direct
Footnotes
IDfootnote
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.
WhaleWisdom Logo

Elevate your investments