SEC FORM 4

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

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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^*

UDVAR-HAZY STEVEN F

(Last)

(First)

(Middle)

AIR LEASE CORPORATION,

2000 AVENUE OF THE STARS, SUITE 1000N

(Street)

LOS ANGELES

90067

(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
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Air Lease Corporation - Class A Common Stock	08/13/2019		M		249,991⁽¹⁾	A	$20	1,334,842	D
Air Lease Corporation - Class A Common Stock	08/13/2019		S		204,662	D	$39.1⁽²⁾	1,130,180	D
Air Lease Corporation - Class A Common Stock	08/13/2019		S		45,329	D	$39.9337⁽³⁾	1,084,851	D
Air Lease Corporation -Class A Common Stock	08/14/2019		M		108,875⁽¹⁾	A	$20	1,193,726	D
Air Lease Corporation - Class A Common Stock	08/14/2019		S		108,875	D	$37.9114⁽⁴⁾	1,084,851	D
Air Lease Corporation - Class A Common Stock	08/15/2019		M		161,706⁽¹⁾	A	$20	1,246,557	D
Air Lease Corporation - Class A Common Stock	08/15/2019		S		148,923	D	$37.9421⁽⁵⁾	1,097,634	D
Air Lease Corporation - Class A Common Stock	08/15/2019		F		2,779	D	$37.95	1,094,855	D
Air Lease Corporation - Class A Common Stock								28,500	I	See footnote⁽⁶⁾
Air Lease Corporation - Class A Common Stock								11,000	I	See footnote⁽⁷⁾
Air Lease Corporation - Class A Common Stock								13,800	I	See footnote⁽⁷⁾
Air Lease Corporation - Class A Common Stock								11,300	I	See footnote⁽⁸⁾
Air Lease Corporation- Class A Common Stock								18,800	I	See footnote⁽⁸⁾
Air Lease Corporation - Class A Common Stock								800	I	See footnote⁽⁹⁾
Air Lease Corporation - Class A Common Stock								600	I	See footnote⁽⁹⁾
Air Lease Corporation - Class A Common Stock								36,000	I	See footnote⁽¹⁰⁾
Air Lease Corporation - Class A Common Stock								329,134	I	See footnote⁽¹¹⁾
Air Lease Corporation - Class A Common Stock								102,000	I	See footnote⁽¹²⁾
Air Lease Corporation - Class A Common Stock								2,705,000	I	See footnote⁽¹³⁾
Air Lease Corporation - Class A Common Stock								1,199,558	I	See footnote⁽¹⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$20	08/13/2019		M			249,991	06/04/2011⁽¹⁵⁾	06/04/2020	Air Lease Corporation -Class A Common Stock	249,991	$0	1,344,646	D
Employee Stock Option (Right to Buy)	$20	08/14/2019		M			108,875	06/04/2011⁽¹⁵⁾	06/04/2020	Air Lease Corporation - Class A Common Stock	108,875	$0	1,235,771	D
Employee Stock Option (Right to Buy)	$20	08/15/2019		M			161,706	06/04/2011⁽¹⁵⁾	06/04/2020	Air Lease Corporation - Class A Common Stock	161,706	$0	1,074,065	D

Explanation of Responses:

1. Represents the shares of the Issuer's Class A Common Stock issued to the reporting person upon the exercise of stock options granted under the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan for the purpose of estate planning.

2. $39.10 is the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $38.75 to $39.74. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 2 to this Form 4.

3. $39.9337 prices ranging from $39.75 to $40.14. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 3 to this Form 4.

4. $37.9114 is the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $37.60 to $38.225. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 4 to this Form 4.

5. $37.9421 is the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $37.60 to $38.30. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 5 to this Form 4.

6. These shares are owned by the reporting person's wife. The reporting person expressly disclaims beneficial ownership of these shares, 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. These shares are owned by one of the reporting person's daughters. The reporting person expressly disclaims beneficial ownership of these shares, 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.

8. These shares are owned by one of the reporting person's sons. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

9. These shares are held by the reporting person as custodian for one of the reporting person's grandchildren under the California Uniform Transfers to Minors Act. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

10. These shares are held by Emerald Financial LLC. A trust, of which the reporting person is the trustee, controls a majority of the membership interests of Emerald Financial LLC.

11. These shares are held by Air Intercontinental, Inc., of which the reporting person is the sole stockholder.

12. These shares are held by Ocean Equities, Inc. which is 100% owned by the Hazy Family Community Property Trust 5/28/85 of which the reporting person is the trustee and beneficial owner.

13. These shares are held by the Hazy Family Community Property Trust 5/28/85, of which the reporting person is the trustee and beneficial owner.

14. These shares are held by the Udvar-Hazy Separate Property Trust, of which the reporting person is the trustee.

15. Employee stock options granted under the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan, which vested in three equal annual installments beginning on June 4, 2011.

	Carol H. Forsyte, on behalf of Steven F. Udvar-Hazy, Executive Chairman of the Board of Directors (Power of Attorney On File)	08/15/2019
	** 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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