Amendment #13 to Schedule 13D

0001193125-15-407728.txt : 20151218 0001193125-15-407728.hdr.sgml : 20151218 20151218161034 ACCESSION NUMBER: 0001193125-15-407728 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20151218 DATE AS OF CHANGE: 20151218 GROUP MEMBERS: MARUBENI AVIATION CORP GROUP MEMBERS: MARUBENI AVIATION HOLDING COOPERATIEF U.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Aircastle LTD CENTRAL INDEX KEY: 0001362988 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 980444035 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82658 FILM NUMBER: 151296971 BUSINESS ADDRESS: STREET 1: C/O AIRCASTLE ADVISOR LLC STREET 2: 300 FIRST STAMFORD PLACE, 5TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: (203) 504-1020 MAIL ADDRESS: STREET 1: C/O AIRCASTLE ADVISOR LLC STREET 2: 300 FIRST STAMFORD PLACE, 5TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARUBENI CORP /FI CENTRAL INDEX KEY: 0000801645 IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CPO BOX 595 CITY: TOKYO JAPAN STATE: M0 SC 13D/A 1 d82643dsc13da.htm AMENDMENT #13 TO SCHEDULE 13D Amendment #13 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

AIRCASTLE LIMITED

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

G0129K104

(CUSIP Number)

Marubeni Corporation

4-2 Ohtemachi 1-Chome

Chiyoda-Ku, Tokyo, 100-8088 Japan

Attention: General Manager

Telephone: 81 3 3282 7398

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of filing persons)

December 15, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

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CUSIP No. G0129K104


1.	Name of reporting persons Marubeni Corporation
2.	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.	SEC use only
4.	Source of funds WC
5.	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or place of organization Japan
Number of shares beneficially owned by each reporting person with:		7.	Sole voting power 0
		8.	Shared voting power 19,661,223
		9.	Sole dispositive power 0
		10.	Shared dispositive power 19,661,223
11.	Aggregate amount beneficially owned by each reporting person 19,661,223
12.	Check if the aggregate amount in Row (11) excludes certain shares ¨
13.	Percent of class represented by amount in Row (11) 24.22%*
14.	Type of reporting person CO

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CUSIP No. G0129K104


1.	Name of reporting persons Marubeni Aviation Corporation
2.	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.	SEC use only
4.	Source of funds AF
5.	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or place of organization Japan
Number of shares beneficially owned by each reporting person with:		7.	Sole voting power 0
		8.	Shared voting power 19,661,223
		9.	Sole dispositive power 0
		10.	Shared dispositive power 19,661,223
11.	Aggregate amount beneficially owned by each reporting person 19,661,223
12.	Check if the aggregate amount in Row (11) excludes certain shares ¨
13.	Percent of class represented by amount in Row (11) 24.22%*
14.	Type of reporting person CO

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CUSIP No. G0129K104


1.	Name of reporting persons Marubeni Aviation Holding Coöperatief U.A.
2.	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3.	SEC use only
4.	Source of funds AF
5.	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
6.	Citizenship or place of organization The Netherlands
Number of shares beneficially owned by each reporting person with:		7.	Sole voting power 0
		8.	Shared voting power 19,661,223
		9.	Sole dispositive power 0
		10.	Shared dispositive power 19,661,223
11.	Aggregate amount beneficially owned by each reporting person 19,661,223
12.	Check if the aggregate amount in Row (11) excludes certain shares ¨
13.	Percent of class represented by amount in Row (11) 24.22%*
14.	Type of reporting person CO

*	Based on the 81,187,495 Common Shares that the Issuer reported as issued and outstanding as of October 30, 2015 in the Issuer’s Quarterly Report on Form 10-Q filed November 3, 2015.

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Explanatory Statement

This Amendment No. 13 (“Amendment No. 13”) amends and supplements the statement on Schedule 13D filed by Marubeni Corporation (“Marubeni”) on June 17, 2013, as amended by Amendments Nos. 1 through 12 filed jointly by Marubeni, Marubeni Aviation Corporation (“MAC”) and Marubeni Aviation Holding Coöperatief U.A. (“MHC” and together with Marubeni and MAC, the “Reporting Persons”). The Schedule 13D, as so amended (the “Schedule 13D”), relates to the common shares, par value $0.01 per share (the “Common Shares”), of Aircastle Limited, a Bermuda exempted company (the “Issuer”). Unless otherwise indicated, each capitalized term used but not defined herein has the meaning assigned to such term in the Schedule 13D.

This Amendment No. 13 is being filed jointly by the Reporting Persons.

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby supplemented by the addition of the following:

From December 1, 2015, which was the date of the most recent amendment to the Schedule 13D, through December 15, 2015, MHC purchased an aggregate of 847,658 Common Shares pursuant to the Stock Purchase Plan Engagement Agreement between MHC and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated February 19, 2015, as amended. Details of these purchases are set forth on Exhibit 7.16 and are incorporated herein by reference. After giving effect to these purchases, MHC owns an aggregate of 19,661,223 Common Shares. Based on the 81,187,495 Common Shares reported to be outstanding in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2015, the number of Common Shares beneficially owned by the Reporting Persons as of December 15, 2015 represents approximately 24.22% of the Common Shares outstanding.

Item 7. Material To Be Filed as Exhibits.

Item 7 is hereby amended to add the following:


Exhibit Number		Description of Exhibit

Exhibit 7.16		Purchases of Common Shares.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: December 17, 2015

MARUBENI CORPORATION

By:		/s/ Akira Kotaki
Name:		Akira Kotaki
Title:		General Manager, Aerospace & Defense Systems Dept.

MARUBENI AVIATION CORPORATION

By:		/s/ Akira Kotaki
Name:		Akira Kotaki
Title:		Director

MARUBENI AVIATION HOLDING COÖPERATIEF U.A.

By:		/s/ Akira Kotaki
Name:		Akira Kotaki
Title:		Managing Director

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EX-7.16 2 d82643dex716.htm EXHIBIT 7.16 Exhibit 7.16

Exhibit 7.16


Trade Date	# of Shares		Price

December 2, 2015		1,090		20.4800
		200		20.4850
		5,900		20.4900
December 3, 2015		29,742		20.4900
December 4, 2015		500		20.4000
		226		20.4500
		300		20.4600
		100		20.4700
		3,300		20.4900
December 7, 2015		565		20.3200
		210		20.3500
		300		20.3700
		425		20.3800
		2,075		20.3900
		100		20.3950
		1,790		20.4000
		1,900		20.4100
		1,100		20.4200
		1,635		20.4300
		3,100		20.4400
		3,365		20.4500
		2,940		20.4600
		4,710		20.4700
		100		20.4750
		10,092		20.4800
		500		20.4850
		100		20.4875
		54,293		20.4900
December 8, 2015		100		19.8600
		100		19.8800
		400		19.9000
		100		19.9050
		900		19.9100
		2,558		19.9200
		600		19.9250
		4,598		19.9300
		100		19.9350
		1,890		19.9400
		2,300		19.9500
		400		19.9550
		12,407		19.9600
		87		19.9650
		1,900		19.9700
		13		19.9799
		5,900		19.9800
		1,947		19.9900