SEC FORM 4

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

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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^*

EDENS WESLEY R

(Last)

(First)

(Middle)

C/O FORTRESS INVESTMENT GROUP LLC

1345 AVENUE OF THE AMERICAS, 46TH FLOOR

(Street)

NEW YORK

10105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aircastle LTD [ AYR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	12/08/2010		S		1,000,000	D	$9.9	0⁽⁶⁾	D⁽¹⁾
Common Shares								3,664,581	I	Fortress Investment Fund III Sub LLC⁽¹⁾⁽²⁾⁽³⁾
Common Shares								3,664,580	I	Fortress Investment Fund III Sub Two LLC⁽¹⁾⁽²⁾⁽³⁾
Common Shares								3,133,279	I	Fortress Investment Fund III (Fund B) Sub LLC⁽¹⁾⁽²⁾⁽³⁾
Common Shares								3,133,279	I	Fortress Investment Fund III (Fund B) Sub Two LLC⁽¹⁾⁽²⁾⁽³⁾
Common Shares								1,310,392	I	Fortress Investment Fund III (Fund C) Sub LLC⁽¹⁾⁽²⁾⁽³⁾
Common Shares								3,007,625	I	Fortress Investment Fund III (Fund D) Sub Ltd⁽¹⁾⁽²⁾⁽³⁾
Common Shares								211,265	I	Fortress Investment Fund III (Fund E) Sub Ltd⁽¹⁾⁽²⁾⁽³⁾
Common Shares								616,255	I	Fortress Investment Fund III (Coinvestment Fund A) Sub LLC⁽¹⁾⁽²⁾⁽³⁾
Common Shares								1,210,715	I	Fortress Investment Fund III (Coinvestment Fund B) Sub LLC⁽¹⁾⁽²⁾⁽³⁾
Common Shares								311,825	I	Fortress Investment Fund III (Coinvestment Fund C) Sub LLC⁽¹⁾⁽²⁾⁽³⁾
Common Shares								1,486,206	I	Fortress Investment Fund III (Coinvestment Fund D) Sub Ltd⁽¹⁾⁽²⁾⁽³⁾
Common Shares								50,875	I	Fortress Partners Offshore Securities LLC⁽¹⁾⁽⁴⁾
Common Shares								235,000	I	Fortress Partners Securities LLC⁽¹⁾⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Wesley R. Edens may be deemed to beneficially own the shares listed in this report as beneficially owned by Fortress Investment Group LLC ("FIG") or its affiliates. Mr. Edens disclaims beneficial ownership of all reported shares except to the extent of his pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or otherwise.

2. Fortress Fund III GP LLC ("FF III GP LLC") is the general partner, and FIG LLC is the investment advisor, of each of Fortress Investment Fund III LP, which is the sole member of Fortress Investment Fund III Sub LLC and Fortress Investment Fund III Sub Two LLC; Fortress Investment Fund III (Fund B) LP, which is the sole member of Fortress Investment Fund III (Fund B) Sub LLC and Fortress Investment Fund III (Fund B) Sub Two LLC; Fortress Investment Fund III (Fund C) LP, which is the sole member of Fortress Investment Fund III (Fund C) Sub LLC; Fortress Investment Fund III (Fund D) L.P., which is the sole shareholder of Fortress Investment Fund III (Fund D) Sub Ltd; Fortress Investment Fund III (Fund E) L.P., which is the sole shareholder of Fortress Investment Fund III (Fund E) Sub Ltd; Fortress Investment Fund III (Coinvestment Fund A) LP, (Continued in footnote 3).

3. which is the sole member of Fortress Investment Fund III (Coinvestment Fund A) Sub LLC; Fortress Investment Fund III (Coinvestment Fund B) LP, which is the sole member of Fortress Investment Fund III (Coinvestment Fund B) Sub LLC; Fortress Investment Fund III (Coinvestment Fund C) LP, which is the sole member of Fortress Investment Fund III (Coinvestment Fund C) Sub LLC; and Fortress Investment Fund III (Coinvestment Fund D) L.P., which is the sole shareholder of Fortress Investment Fund III (Coinvestment Fund D) Sub Ltd. The sole managing member of FF III GP LLC is Fortress Investment Fund GP (Holdings) LLC. The sole managing member of Fortress Investment Fund GP (Holdings) LLC is Fortress Operating Entity I LP ("FOE I"). FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by Fortress Investment Group LLC ("FIG").

4. Fortress Partners Master Fund L.P. is the sole managing member of Fortress Partners Offshore Securities LLC. Fortress Partners Offshore Master GP LLC ("FPOM") is the general partner of Fortress Partners Master Fund L.P. FOE I is the sole managing member of FPOM. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly-owned subsidiary of FIG.

5. Fortress Partners Fund LP is the sole managing member of Fortress Partners Securities LLC. Fortress Partners GP LLC is the general partner of Fortress Partners Fund LP. FPIH IV is the sole managing member of Fortress Partners GP LLC. Fortress Partners Advisors LLC ("FPA") is the investment advisor of Fortress Partners Fund LP. Fortress Investment Holdings II LLC is the sole managing member of FPA. FOE I is the sole managing member of Fortress Investment Holdings II LLC and FPIH IV. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly-owned subsidiary of FIG.

6. Shares were sold solely for year-end tax planning purposes.

	/s/ Wesley R. Edens	12/10/2010
	** Signature of Reporting Person	Date
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