X0306 4 2012-08-10 1 0001362988 Aircastle LTD AYR 0001124460 EDENS WESLEY R C/O FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK NY 10105 1 0 0 0 Common Shares 2012-08-10 4 S 0 1558500 11.40 D 421217 I Fortress Investment Fund III Sub LLC Common Shares 2012-08-10 4 D 0 421217 11.40 D 0 I Fortress Investment Fund III Sub LLC Common Shares 2012-08-10 4 S 0 1558499 11.40 D 421217 I Fortress Investment Fund III Sub Two LLC Common Shares 2012-08-10 4 D 0 421217 11.40 D 0 I Fortress Investment Fund III Sub Two LLC Common Shares 2012-08-10 4 S 0 1332544 11.40 D 360147 I Fortress Investment Fund III (Fund B) Sub LLC Common Shares 2012-08-10 4 D 0 360147 11.40 D 0 I Fortress Investment Fund III (Fund B) Sub LLC Common Shares 2012-08-10 4 S 0 1332544 11.40 D 360147 I Fortress Investment Fund III (Fund B) Sub Two LLC Common Shares 2012-08-10 4 D 0 360147 11.40 D 0 I Fortress Investment Fund III (Fund B) Sub Two LLC Common Shares 2012-08-10 4 S 0 557293 11.40 D 150620 I Fortress Investment Fund III (Fund C) Sub LLC Common Shares 2012-08-10 4 D 0 150620 11.40 D 0 I Fortress Investment Fund III (Fund C) Sub LLC Common Shares 2012-08-10 4 S 0 1279105 11.40 D 345704 I Fortress Investment Fund III (Fund D) Sub Ltd. Common Shares 2012-08-10 4 D 0 345704 11.40 D 0 I Fortress Investment Fund III (Fund D) Sub Ltd. Common Shares 2012-08-10 4 S 0 89848 11.40 D 24283 I Fortress Investment Fund III (Fund E) Sub Ltd. Common Shares 2012-08-10 4 D 0 24283 11.40 D 0 I Fortress Investment Fund III (Fund E) Sub Ltd. Common Shares 2012-08-10 4 S 0 262085 11.40 D 70834 I Fortress Investment Fund III (Coinvestment Fund A) Sub LLC Common Shares 2012-08-10 4 D 0 70834 11.40 D 0 I Fortress Investment Fund III (Coinvestment Fund A) Sub LLC Common Shares 2012-08-10 4 S 0 514902 11.40 D 139163 I Fortress Investment Fund III (Coinvestment Fund B) Sub LLC Common Shares 2012-08-10 4 D 0 139163 11.40 D 0 I Fortress Investment Fund III (Coinvestment Fund B) Sub LLC Common Shares 2012-08-10 4 S 0 132615 11.40 D 35842 I Fortress Investment Fund III (Coinvestment Fund C) Sub LLC Common Shares 2012-08-10 4 D 0 35842 11.40 D 0 I Fortress Investment Fund III (Coinvestment Fund C) Sub LLC Common Shares 2012-08-10 4 S 0 632065 11.40 D 170828 I Fortress Investment Fund III (Coinvestment Fund D) Sub Ltd. Common Shares 2012-08-10 4 D 0 170828 11.40 D 0 I Fortress Investment Fund III (Coinvestment Fund D) Sub Ltd. 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 ("FIF III LP"), Fortress Investment Fund III (Fund B) LP ("FIF III Fund B LP"), Fortress Investment Fund III (Fund C) LP ("FIF III Fund C LP"), Fortress Investment Fund III (Fund D) L.P. ("FIF III Fund D L.P."), Fortress Investment Fund III (Fund E) L.P. ("FIF III Fund E L.P."), Fortress Investment Fund III (Coinvestment Fund A) LP ("FIF III Coinvest Fund A LP"), Fortress Investment Fund III (Coinvestment Fund B) LP ("FIF III Coinvest Fund B LP"), Fortress Investment Fund III (Coinvestment Fund C) LP ("FIF III Coinvest Fund C LP"), and Fortress Investment Fund III (Coinvestment Fund D) L.P. ("FIF III Coinvest Fund D L.P."). (continued from previous footnote) FIF III LP is the sole member each of Fortress Investment Fund III Sub LLC and Fortress Investment Fund III Sub Two LLC. FIF III Fund B LP is the sole member of each of Fortress Investment Fund III (Fund B) Sub LLC and Fortress Investment Fund III (Fund B) Sub Two LLC. FIF III Fund C LP is the sole member of Fortress Investment Fund III (Fund C) Sub LLC. FIF III Fund D L.P. is the sole member of Fortress Investment Fund III (Fund D) Sub Ltd. FIF III Fund E L.P. is the sole member of Fortress Investment Fund III (Fund E) Sub Ltd. FIF III Coinvest Fund A LP is the sole member of Fortress Investment Fund III (Coinvestment Fund A) Sub LLC. (continued from previous footnote) FIF III Coinvest Fund B LP is the sole member of Fortress Investment Fund III (Coinvestment Fund B) Sub LLC. FIF III Coinvest Fund C LP is the sole member of Fortress Investment Fund III (Coinvestment Fund C ) Sub LLC and FIF III Coinvest Fund D L.P. is the sole member 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. FIG Corp. is wholly-owned by Fortress Investment Group LLC. /s/ Wesley R. Edens 2012-08-10