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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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 NY 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) 08/10/2012
	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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	08/10/2012		S		1,558,500	D	$11.4	421,217	I	Fortress Investment Fund III Sub LLC(1)(2)(3)
Common Shares	08/10/2012		D		421,217	D	$11.4	0	I	Fortress Investment Fund III Sub LLC(1)(2)(3)
Common Shares	08/10/2012		S		1,558,499	D	$11.4	421,217	I	Fortress Investment Fund III Sub Two LLC(1)(2)(3)
Common Shares	08/10/2012		D		421,217	D	$11.4	0	I	Fortress Investment Fund III Sub Two LLC(1)(2)(3)
Common Shares	08/10/2012		S		1,332,544	D	$11.4	360,147	I	Fortress Investment Fund III (Fund B) Sub LLC(1)(2)(3)
Common Shares	08/10/2012		D		360,147	D	$11.4	0	I	Fortress Investment Fund III (Fund B) Sub LLC(1)(2)(3)
Common Shares	08/10/2012		S		1,332,544	D	$11.4	360,147	I	Fortress Investment Fund III (Fund B) Sub Two LLC(1)(2)(3)
Common Shares	08/10/2012		D		360,147	D	$11.4	0	I	Fortress Investment Fund III (Fund B) Sub Two LLC(1)(2)(3)
Common Shares	08/10/2012		S		557,293	D	$11.4	150,620	I	Fortress Investment Fund III (Fund C) Sub LLC(1)(2)(3)
Common Shares	08/10/2012		D		150,620	D	$11.4	0	I	Fortress Investment Fund III (Fund C) Sub LLC(1)(2)(3)
Common Shares	08/10/2012		S		1,279,105	D	$11.4	345,704	I	Fortress Investment Fund III (Fund D) Sub Ltd.(1)(2)(3)
Common Shares	08/10/2012		D		345,704	D	$11.4	0	I	Fortress Investment Fund III (Fund D) Sub Ltd.(1)(2)(3)
Common Shares	08/10/2012		S		89,848	D	$11.4	24,283	I	Fortress Investment Fund III (Fund E) Sub Ltd.(1)(2)(3)
Common Shares	08/10/2012		D		24,283	D	$11.4	0	I	Fortress Investment Fund III (Fund E) Sub Ltd.(1)(2)(3)
Common Shares	08/10/2012		S		262,085	D	$11.4	70,834	I	Fortress Investment Fund III (Coinvestment Fund A) Sub LLC(1)(2)(3)
Common Shares	08/10/2012		D		70,834	D	$11.4	0	I	Fortress Investment Fund III (Coinvestment Fund A) Sub LLC(1)(2)(3)
Common Shares	08/10/2012		S		514,902	D	$11.4	139,163	I	Fortress Investment Fund III (Coinvestment Fund B) Sub LLC(1)(2)(3)
Common Shares	08/10/2012		D		139,163	D	$11.4	0	I	Fortress Investment Fund III (Coinvestment Fund B) Sub LLC(1)(2)(3)
Common Shares	08/10/2012		S		132,615	D	$11.4	35,842	I	Fortress Investment Fund III (Coinvestment Fund C) Sub LLC(1)(2)(3)
Common Shares	08/10/2012		D		35,842	D	$11.4	0	I	Fortress Investment Fund III (Coinvestment Fund C) Sub LLC(1)(2)(3)
Common Shares	08/10/2012		S		632,065	D	$11.4	170,828	I	Fortress Investment Fund III (Coinvestment Fund D) Sub Ltd.(1)(2)(3)
Common Shares	08/10/2012		D		170,828	D	$11.4	0	I	Fortress Investment Fund III (Coinvestment Fund D) Sub Ltd.(1)(2)(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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.").

2. (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.

3. (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.

Remarks:

	/s/ Wesley R. Edens	08/10/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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