0001140361-21-030547.txt : 20210907 0001140361-21-030547.hdr.sgml : 20210907 20210907161518 ACCESSION NUMBER: 0001140361-21-030547 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210907 DATE AS OF CHANGE: 20210907 GROUP MEMBERS: AUSTIN CHANDLER WILLIS GROUP MEMBERS: CFW PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIS LEASE FINANCE CORP CENTRAL INDEX KEY: 0001018164 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 680070656 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49935 FILM NUMBER: 211239508 BUSINESS ADDRESS: STREET 1: 4700 LYONS TECHNOLOGY PARKWAY CITY: COCONUT CREEK STATE: FL ZIP: 33073 BUSINESS PHONE: 5613499989 MAIL ADDRESS: STREET 1: 4700 LYONS TECHNOLOGY PARKWAY CITY: COCONUT CREEK STATE: FL ZIP: 33073 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIS CHARLES F IV CENTRAL INDEX KEY: 0001033309 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 4700 LYONS TECHNOLOGY CITY: COCONUT CREEK STATE: FL ZIP: 33073 SC 13D/A 1 brhc10028716_sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 25)

Willis Lease Finance Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

970646 10 5

(CUSIP Number)

Charles F. Willis, IV
c/o Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073
(415) 408-4700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 3, 2021

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 statement, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) for other parties to whom copies are to be sent.
 
The share numbers listed for voting and dispositive power as of a particular date include the number of shares into which options were exercisable or would be exercisable within 60 days of such date.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


September 3, 2021
 
CUSIP NO. 970646 10 5
Page 2 of 7 Pages

1
NAMES OF REPORTING PERSONS
 
 
CFW Partners, L.P.
I.R.S. Identification Nos. of above persons (entities only).
68-0392529
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO, PF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,134,148
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,134,148
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,134,148
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
32.16%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 


September 3, 2021
 
CUSIP NO. 970646 10 5
Page 3 of 7 Pages

1
NAMES OF REPORTING PERSONS
 
 
Charles F. Willis, IV
I.R.S. Identification Nos. of above persons (entities only).
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO, PF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
871,271
 
 
 
 
8
SHARED VOTING POWER
 
 
2,141,550
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
639,938
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1 ,910,217
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,012,821
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
45.39%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 


September 3, 2021
 
CUSIP NO. 970646 10 5
Page 4 of 7 Pages

1
NAMES OF REPORTING PERSONS
 
 
Austin Chandler Willis
I.R.S. Identification Nos. of above persons (entities only).
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO, PF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
101,363
 
 
 
 
8
SHARED VOTING POWER
 
 
660,895
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
65,364
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
762,258
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.49%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 


Page 5 of 7
The Schedule 13D filed with the Securities and Exchange Commission on December 11, 2000 (the “Initial 13D”) by CFW Partners, the Trust and Mr. Charles F. Willis, IV with respect to the Common Stock, par value $0.01 per share (the “Shares”), issued by Willis Lease Finance Corporation, a Delaware corporation (the “Issuer”), as amended on August 28, 2013, October 1, 2013, July 7, 2015, December 23, 2015, March 23, 2016, May 20, 2016, June 8, 2016, October 6, 2016, April 4, 2018, September 13, 2018, April 1, 2019, June 27, 2019, September 16, 2019, November 4, 2019, February 10, 2020, March 10, 2020, March 16, 2020, April 6, 2020, August 26, 2020, September 17, 2020, March 16, 2021, March 23, 2021, June 25, 2021, and August 11, 2021 (together with the Initial 13D, the “13D”), is hereby amended as set forth below.  Capitalized terms not defined herein have the meanings ascribed to them in the 13D.

Item 4.
Purpose of the Transaction

Item 4 of the 13D is hereby amended to add the following:

On September 3, 2021, the Issuer redeemed 121,986 outstanding Shares, which reduced the total amount of Shares issued and outstanding to 6,636,926.  This resulted in an increase in Charles F. Willis, IV’s beneficial ownership by more than 1% since Amendment No. 24, thereby triggering this Amendment No. 25 pursuant to Rule 13d-2(a).

Except as set forth in this Item 4, the Reporting Persons do not have any plans or proposals with respect to any of the actions specified in Item 4 of the 13D.

Item 5.
Interest in Securities of the Issuer

Item 5 of the 13D is hereby amended to add the following:

(a) As of September 3, 2021, the Reporting Persons beneficially owned the following Shares:

CFW Partners: 2,134,148
Austin C. Willis: 762,258
Charles F. Willis, IV: 3,012,821

(b) As of September 3, 2021, the Reporting Persons had the power to vote, dispose of or direct the vote or disposition of the following Shares:

Austin C. Willis:
     
       
Sole Voting Power
   
101,363
 
 
       
Shared Voting Power
   
660,895
 
 
       
Sole Dispositive Power
   
65,364
 
 
       
Shared Dispositive Power
   
0
 
 
       
Total beneficially owned
   
762,258
 

Charles F. Willis, IV
     
       
Sole Voting Power
   
871,271
 
 
       
Shared Voting Power
   
2,141,550
 
 
       
Sole Dispositive Power
   
639,938
 
 
       
Shared Dispositive Power
   
1,910,217
 
 
       
Total beneficially owned
   
3,012,821
 


Page 6 of 7
CFW Partners:
     
       
Sole Voting Power
   
0
 
 
       
Shared Voting Power
   
2,134,148
 
 
       
Sole Dispositive Power
   
0
 
 
       
Shared Dispositive Power
   
2,134,148
 
 
       
Total beneficially owned
   
2,134,148
 

(c) On August 23, 2021, Austin C. Willis sold 13,360 shares directly to Charles F. Willis, IV at a price of $37.43 per Share.

(d) No person(s) other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of the Issuer beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 7.
Materials to be Filed as Exhibits

Item 7 is hereby amended and supplemented by adding the following exhibits as the last exhibits of Item 7 of the 13D:

Joint Filing Agreement


Page 7 of 7
SIGNATURES

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.

 
CFW PARTNERS, L.P.
   
Date: September 7, 2021
By:
/s/ Charles F. Willis, IV
   
Charles F. Willis, IV
   
 its General Partner
   
Date: September 7, 2021
By:
/s/ Charles F. Willis, IV
   
Charles F. Willis, IV
   
Date: September 7, 2021
By:
/s/ Austin Chandler Willis
   
Austin Chandler Willis



EX-99.1 2 brhc10028716_ex99-1.htm EXHIBIT 1

EXHIBIT 1
 
JOINT FILING AGREEMENT

Agreement among CFW Partners, L.P., a Delaware limited partnership, Charles F. Willis, IV and Austin Chandler Willis, whereby, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, each of the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D with respect to the equity securities of Willis Lease Finance Corporation and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.
 
In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement in counterpart as of this 7th day of September 2021.
 
 
CFW PARTNERS, L.P.
   
Date: September 7, 2021
By:
/s/ Charles F. Willis, IV
   
Charles F. Willis, IV,
   
its General Partner
   
Date: September 7, 2021
By:
/s/ Charles F. Willis, IV
   
Charles F. Willis, IV
   
Date: September 7, 2021
By:
/s/ Austin Chandler Willis
   
Austin Chandler Willis