0001209191-21-061708.txt : 20211026 0001209191-21-061708.hdr.sgml : 20211026 20211026193648 ACCESSION NUMBER: 0001209191-21-061708 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211022 FILED AS OF DATE: 20211026 DATE AS OF CHANGE: 20211026 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Leonard Green & Partners, L.P. CENTRAL INDEX KEY: 0001175523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 211350185 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 213-229-7512 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: LEONARD GREEN PARTNERS LP DATE OF NAME CHANGE: 20020613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LGP MANAGEMENT INC CENTRAL INDEX KEY: 0001175525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 211350183 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: STE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PERIDOT COINVEST MANAGER LLC CENTRAL INDEX KEY: 0001632725 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 211350182 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GEI Capital CF, LLC CENTRAL INDEX KEY: 0001856889 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 211350187 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3109540444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Equity Investors CF, L.P. CENTRAL INDEX KEY: 0001843288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 211350188 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Green Equity Investors Side CF, L.P. CENTRAL INDEX KEY: 0001843291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 211350186 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LGP Associates CF, LLC CENTRAL INDEX KEY: 0001850867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38801 FILM NUMBER: 211350184 BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: (310) 954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AerSale Corp CENTRAL INDEX KEY: 0001754170 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 831751907 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 121 ALHAMBRA PLAZA STREET 2: SUITE 1700 CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: (305) 764-3245 MAIL ADDRESS: STREET 1: 121 ALHAMBRA PLAZA STREET 2: SUITE 1700 CITY: CORAL GABLES STATE: FL ZIP: 33134 FORMER COMPANY: FORMER CONFORMED NAME: Monocle Acquisition Corp DATE OF NAME CHANGE: 20180925 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-10-22 0 0001754170 AerSale Corp ASLE 0001843288 Green Equity Investors CF, L.P. 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001856889 GEI Capital CF, LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001843291 Green Equity Investors Side CF, L.P. 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001175523 Leonard Green & Partners, L.P. 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001850867 LGP Associates CF, LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001175525 LGP MANAGEMENT INC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 0001632725 PERIDOT COINVEST MANAGER LLC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES CA 90025 1 0 1 0 Common Stock 2021-10-22 4 J 0 712631 A 20620875 D Common Stock 2021-10-22 4 J 0 254345 A 7359791 D Common Stock 2021-10-22 4 J 0 141 A 4074 D Contingent Earnout Shares 2021-10-22 4 J 0 712631 D Common Stock 712631 0 D Contingent Earnout Shares 2021-10-22 4 J 0 254345 D Common Stock 254345 0 D Contingent Earnout Shares 2021-10-22 4 J 0 141 D Common Stock 141 0 D On October 22, 2021, Green Equity Investors CF, L.P. ("Main CF"), Green Equity Investors Side CF, L.P. ("Side CF"), and LGP Associates CF, LLC ("Associates CF") received an aggregate of 967,117 shares of the Issuer's Common Stock in connection with the settlement of the Contingent Earnout Shares described in Table II, which were acquired by the successors of Main CF, Side CF, and Associates CF pursuant to an "earn out" provision in the Amended and Restated Merger Agreement, dated as of September 8, 2020 by and among the Issuer, Aersale Aviation, Inc., Monocole, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P. (the "Merger Agreement"). (continued in footnote 2) (continued from footnote 1) As of the consummation of transactions contemplated by the Merger Agreement, on December 22, 2020 (the "Closing Date"), the successors of Main CF, Side CF, and Associates CF became irrevocably entitled to receive the Contingent Earnout Shares if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025. As a result of such conditions being met, Main CF, Side CF, and Associates CF acquired an additional 967,117 shares of Common Stock as required pursuant to the Merger Agreement. Represents shares of Common Stock of the Issuer acquired by Main CF pursuant to the "earnout" provision in the Merger Agreement. Represents shares of Common Stock owned by Main CF. GEI Capital CF, LLC ("Capital") is the general partner of Main CF and Side CF. Leonard Green & Partners, L.P. ("LGP") is the management company of Main CF and Side CF, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates CF. Each of Main CF, Side CF, Associates CF, Capital, LGP, LGPM, and Peridot 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 the indirect beneficial owner of some or all of the shares of Common Stock held by Main CF, Side CF, and Associates CF (together, the "Investors") and, therefore, a "ten percent holder" hereunder. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose. Represents shares of Common Stock of the Issuer acquired by Side CF pursuant to the "earnout" provision in the Merger Agreement. Represents shares of Common Stock owned by Side CF. Represents shares of Common Stock acquired by Associates CF pursuant to the "earnout" provision in the Merger Agreement. Represents shares of Common Stock owned by Associates CF. Represents Contingent Earnout Shares settled as shares of Common Stock and issued to Main CF pursuant to the "earnout" provision in the Merger Agreement. Represents Contingent Earnout Shares owned by Main CF. Represents Contingent Earnout Shares settled as shares of Common Stock and issued to Side CF pursuant to the "earnout" provision in the Merger Agreement. Represents Contingent Earnout Shares owned by Side CF. Represents Contingent Earnout shares settled as shares of Common Stock and issued to Associates CF pursuant to the "earnout" provision in the Merger Agreement. Represents Contingent Earnout shares owned by Associates CF. Messrs. Jonathan Seiffer and Michael Kirton are members of the board of directors of the Issuer, and each is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Messrs. Seiffer and Kirton may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. /s/ Andrew C. Goldberg, attorney-in-fact 2021-10-26