0001140361-22-013215.txt : 20220405 0001140361-22-013215.hdr.sgml : 20220405 20220405172353 ACCESSION NUMBER: 0001140361-22-013215 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220405 DATE AS OF CHANGE: 20220405 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: 22808225 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 brhc10036138_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. 26)

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)

April 1, 2022

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).



April 1, 2022
 
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)
 
 
32.01%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
PN
 
 
 
 


April 1, 2022
 
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
 
 
942,101
 
 
 
 
8
SHARED VOTING POWER
 
 
2,143,444
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
706,235
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,907,578
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,085,545
 
 
 
 
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)
 
 
46.27%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 


April 1, 2022
 
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
 
 
118,747
 
 
 
 
8
SHARED VOTING POWER
 
 
660,895
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
87,495
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
779,642
 
 
 
 
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)
 
 
11.69%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 


April 1, 2022
 
CUSIP NO. 970646 10 5
Page 5 of 7 Pages
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, August 11, 2021, and September 7, 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 5.
Interest in Securities of the Issuer

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

(a) As of April 1, 2022, the Reporting Persons beneficially owned the following Shares:

• CFW Partners: 2,134,148
• Austin C. Willis: 779,642
• Charles F. Willis, IV: 3,085,545

(b) As of April 1, 2022, 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
   
118,747
 
Shared Voting Power
   
660,895
 
Sole Dispositive Power
   
87,495
 
Shared Dispositive Power
   
0
 
Total beneficially owned
   
779,642
 
         
Charles F. Willis, IV:
       
Sole Voting Power
   
942,101
 
Shared Voting Power
   
2,143,444
 
Sole Dispositive Power
   
706,235
 
Shared Dispositive Power
   
1,907,578
 
Total beneficially owned
   
3,085,545
 

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 April 1, 2022, the Reporting Persons were granted 173,200 Shares representing unvested restricted stock awards, and are held by the Reporting Persons as follows: Mr. Charles F. Willis, IV was granted 152,000 Shares representing unvested restricted stock awards and Mr. Austin Chandler Willis was granted 21,200 Shares representing unvested restricted stock awards.  Also on April 1, 2022, the Reporting Persons returned 50,092 Shares to the Issuer to satisfy withholding tax liability, which were disposed of by the Reporting Persons as follows: Mr. Charles F. Willis, IV returned 43,699 Shares to the Issuer on such date and Mr. Austin Chandler Willis returned 6,393 Shares to the Issuer on such date.

(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.


April 1, 2022
 
CUSIP NO. 970646 10 5
Page 6 of 7 Pages

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:

1.  Joint Filing Agreement


April 1, 2022
 
CUSIP NO. 970646 10 5
Page 7 of 7 Pages
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: April 5, 2022
By:
/s/ Charles F. Willis, IV
   
Charles F. Willis, IV
   
its General Partner
   
Date: April 5, 2022
By:
/s/ Charles F. Willis, IV
   
Charles F. Willis, IV
   
Date: April 5, 2022
By:
/s/ Austin Chandler Willis
   
Austin Chandler Willis



EX-99.1 2 brhc10036138_ex-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 5th day of April 2022.

 
CFW PARTNERS, L.P.
   
Date: April 5, 2022
By:
/s/ Charles F. Willis, IV
   
Charles F. Willis, IV,
   
its General Partner
   
Date: April 5, 2022
By:
/s/ Charles F. Willis, IV
   
Charles F. Willis, IV
   
Date: April 5, 2022
By:
/s/ Austin Chandler Willis
   
Austin Chandler Willis