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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Aircastle LTD [ AYR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/12/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 03/12/2012 | S | 842,432 | D | $12.9 | 1,979,717 | I | Fortress Investment Fund III Sub LLC(1)(2)(3)(4) | ||
Common Shares | 03/12/2012 | S | 842,432 | D | $12.9 | 1,979,716 | I | Fortress Investment Fund III Sub Two LLC(1)(2)(3)(4) | ||
Common Shares | 03/12/2012 | S | 720,294 | D | $12.9 | 1,692,691 | I | Fortress Investment Fund III (Fund B) Sub LLC(1)(2)(3)(4) | ||
Common Shares | 03/12/2012 | S | 720,294 | D | $12.9 | 1,692,691 | I | Fortress Investment Fund III (Fund B) Sub Two LLC(1)(2)(3)(4) | ||
Common Shares | 03/12/2012 | S | 301,239 | D | $12.9 | 707,913 | I | Fortress Investment Fund III (Fund C) Sub LLC(1)(2)(3)(4) | ||
Common Shares | 03/12/2012 | S | 691,408 | D | $12.9 | 1,624,809 | I | Fortress Investment Fund III (Fund D) Sub Ltd.(1)(2)(3)(4) | ||
Common Shares | 03/12/2012 | S | 48,567 | D | $12.9 | 114,131 | I | Fortress Investment Fund III (Fund E) Sub Ltd.(1)(2)(3)(4) | ||
Common Shares | 03/12/2012 | S | 141,668 | D | $12.9 | 332,919 | I | Fortress Investment Fund III (Coinvestment Fund A) Sub LLC(1)(2)(3)(4) | ||
Common Shares | 03/12/2012 | S | 278,325 | D | $12.9 | 654,065 | I | Fortress Investment Fund III (Coinvestment Fund B) Sub LLC(1)(2)(3)(4) | ||
Common Shares | 03/12/2012 | S | 71,684 | D | $12.9 | 168,457 | I | Fortress Investment Fund III (Coinvestment Fund C) Sub LLC(1)(2)(3)(4) | ||
Common Shares | 03/12/2012 | S | 341,657 | D | $12.9 | 802,893 | I | Fortress Investment Fund III (Coinvestment Fund D) Sub Ltd.(1)(2)(3)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Each reporting person disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise. |
2. Fortress Fund III GP LLC ("FF III GP LLC") is the general partner, and FIG LLC is the investment advisor, of each of Fortress Investment Fund III LP ("FIF III LP"), Fortress Investment Fund III (Fund B) LP ("FIF III Fund B LP"), Fortress Investment Fund III (Fund C) LP ("FIF III Fund C LP"), Fortress Investment Fund III (Fund D) L.P. ("FIF III Fund D L.P."), Fortress Investment Fund III (Fund E) L.P. ("FIF III Fund E L.P."), Fortress Investment Fund III (Coinvestment Fund A) LP ("FIF III Coinvest Fund A LP"), Fortress Investment Fund III (Coinvestment Fund B) LP ("FIF III Coinvest Fund B LP"), Fortress Investment Fund III (Coinvestment Fund C) LP ("FIF III Coinvest Fund C LP"), and Fortress Investment Fund III (Coinvestment Fund D) L.P ("FIF III Coinvest Fund D L.P."). |
3. (continued from previous footnote) FIF III LP is the sole member each of Fortress Investment Fund III Sub LLC and Fortress Investment Fund III Sub Two LLC. FIF III Fund B LP is the sole member of each of Fortress Investment Fund III (Fund B) Sub LLC and Fortress Investment Fund III (Fund B) Sub Two LLC. FIF III Fund C LP is the sole member of Fortress Investment Fund III (Fund C) Sub LLC. FIF III Fund D L.P. is the sole member of Fortress Investment Fund III (Fund D) Sub Ltd. FIF III Fund E L.P. is the sole member of Fortress Investment Fund III (Fund E) Sub Ltd. FIF III Coinvest Fund A LP is the sole member of Fortress Investment Fund III (Coinvestment Fund A) Sub LLC. |
4. (continued from previous footnote) FIF III Coinvest Fund B LP is the sole member of Fortress Investment Fund III (Coinvestment Fund B) Sub LLC. FIF III Coinvest Fund C LP is the sole member of Fortress Investment Fund III (Coinvestment Fund C ) Sub LLC and FIF III Coinvest Fund D L.P. is the sole member of Fortress Investment Fund III (Coinvestment Fund D) Sub Ltd. The sole managing member of FF III GP LLC is Fortress Investment Management Fund GP (Holdings) LLC. The sole managing member of Fortress Investment Fund GP (Holdings) LLC is Fortress Operating Entity I LP ("FOE I"). FOE I is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I. FIG Corp. is wholly-owned by Fortress Investment Group LLC. |
Remarks: |
/s/ Randal A. Nardone, as Authorized Signatory of Fortress Investment Group LLC | 03/13/2012 | |
/s/ Randal A. Nardone, as Authorized Signatory of FIG Corp. | 03/13/2012 | |
/s/ Randal A. Nardone, as Authorized Signatory of Fortress Fund III GP LLC | 03/13/2012 | |
/s/ Randal A. Nardone, as Authorized Sigantory of Fortress Investment Fund GP (Holdings) LLC | 03/13/2012 | |
/s/ Randal A. Nardone, as Authorized Signatory of FIG LLC | 03/13/2012 | |
/s/ Randal A. Nardone, as Authorized Signatory of Fortress Operating Entity I LP | 03/13/2012 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |