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
	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* DANHAKL JOHN G (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 90025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AIR LEASE CORP [ AL ]	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) 05/10/2012
	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
Class A Common Stock								6,944,444	I	See footnote(1)
Class A Common Stock								4,528(2)	D
Class A Common Stock	05/10/2012	(3)	A		3,377	A	$0(4)	3,377(5)(6)	D

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. Green Equity Investors V, L.P. ("GEI V") and Green Equity Investors Side V, L.P. ("GEI Side V") are the direct owners of the shares reported on this row. Mr. Danhakl 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 an indirect beneficial owner of the shares owned by GEI V and GEI Side V. Mr. Danhakl disclaims beneficial ownership of the shares reported on this row except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is a beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Mr. Danhakl is a Managing Partner of Leonard Green and Partners, L.P. ("LGP"), the management company of GEI V and GEI Side V (together with LGP, the "LGP Entities") which also hold securities of the Issuer. The securities reported on this row are held by Mr. Danhakl for the benefit of LGP. Mr. Danhakl disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. The securities reported on this row do not include, and Mr. Danhakl expressly disclaims beneficial ownership of, any securities of the Issuer owned by the LGP Entities, except to the extent of any pecuniary interest therein.

3. Not applicable.

4. Granted as compensation for services.

5. The Issuer granted Mr. Danhakl the securities reported on this row in the form of restricted stock units ("RSU") under the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan. The RSUs can be settled only for stock, and will vest on May 10, 2013, provided Mr. Danhakl is still a member of the Issuer's board of directors at such time.

6. Mr. Danhakl is a Managing Partner of LGP, the management company of the LGP Entities which also hold securities of the Issuer. The securities reported on this row are held by Mr. Danhakl for the benefit of LGP. Mr. Danhakl disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. The securities reported on this row do not include, and Mr. Danhakl expressly disclaims beneficial ownership of, any securities of the Issuer owned by the LGP Entities, except to the extent of any pecuniary interest therein.

	/s/ John G. Danhakl	05/14/2012
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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