0001140361-13-044239.txt : 20131126 0001140361-13-044239.hdr.sgml : 20131126 20131126164037 ACCESSION NUMBER: 0001140361-13-044239 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130605 FILED AS OF DATE: 20131126 DATE AS OF CHANGE: 20131126 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AIR LEASE CORP CENTRAL INDEX KEY: 0001487712 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 271840403 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: SUITE 1000-N CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 553-0555 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: SUITE 1000-N CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: AIR LEASE Corp DATE OF NAME CHANGE: 20100323 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROSS WILBUR L JR CENTRAL INDEX KEY: 0001026610 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35121 FILM NUMBER: 131244654 MAIL ADDRESS: STREET 1: 328 EL VEDADO ROAD CITY: PALM BEACH STATE: FL ZIP: 33480 4 1 doc1.xml FORM 4 X0306 4 2013-06-05 0 0001487712 AIR LEASE CORP AL 0001026610 ROSS WILBUR L JR 328 EL VEDADO ROAD PALM BEACH FL 33480 1 0 0 0 Air Lease Corporation - Class A Common Stock 2013-06-05 4 S 0 1866928 26.57 D 2366072 I See footnotes Air Lease Corporation - Class A Common Stock 2013-06-05 4 S 0 7498 26.57 D 9502 I See footnotes Air Lease Corporation - Class A Common Stock 2013-11-26 4 S 0 2366072 30.88 D 0 I See footnotes Air Lease Corporation - Class A Common Stock 2013-11-26 4 S 0 9502 30.88 D 0 I See footnotes Air Lease Corporation - Class A Common Stock 10624 D Represents shares sold by WLR Recovery Fund IV, L.P. WLR Recovery Fund IV, L.P. ("Fund IV") is the direct owner of the shares. Wilbur L. Ross, Jr. is the president and chief executive officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of Fund IV. WL Ross & Co. LLC serves as the investment manager to Fund IV. Accordingly, each of WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC may be deemed to be a beneficial owner of some or all the shares of Common Stock owned by Fund IV. (Footnote 2 contd.) The reporting person expressly disclaims beneficial ownership over these shares of Class A Common Stock, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose. Represents shares sold by WLR IV Parallel ESC, L.P. WLR IV Parallel ESC, L.P. (the "Parallel Fund") is the direct owner of the shares. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC and the chairman and president of Invesco Private Capital, Inc. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which in turn is the general partner of the Parallel Fund. INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have entered into a parallel investment agreement pursuant to which WLR Recovery Associates IV LLC has been appointed as representative and attorney of the Parallel Fund to, among other things, exercise all rights, powers and privileges with respect to the Common Stock owned by the Parallel Fund and to take whatever action, including voting such Class A Common Stock, as WLR Recovery Associates IV LLC in its discretion deems fit. (Footnote 5 contd.) Accordingly, each of Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P., WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC may be deemed to be a beneficial owner of some or all the shares of Common Stock owned by the Parallel Fund. The reporting person expressly disclaims beneficial ownership over these shares of Class A Common Stock, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose. 7,905 of the securities reported on this row are shares of the Issuer's Class A Common Stock. 2,719 of the securities reported on this row are restricted stock units ("RSUs") granted to Mr. Ross 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 8, 2014, provided Mr. Ross is still a member of the Issuer's board of directors at such time. /s/ Wlibur L. Ross, Jr. 2013-11-26