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*
Green Equity Investors V, L.P.

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Class A Common Stock 5,341,979 D(1)(2)(3)(4)
Class A Common Stock 1,602,465 D(1)(2)(3)(4)
Class A Common Stock 7,905 I See footnotes(1)(5)(6)
Class A Common Stock 05/08/2013 (7) A 2,719 A $0(8) 2,719 I See footnotes(1)(5)(9)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Green Equity Investors V, L.P.

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Green Equity Investors Side V, L.P.

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GEI Capital V, LLC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Green V Holdings, LLC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LEONARD GREEN PARTNERS LP

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LGP MANAGEMENT INC

(Last) (First) (Middle)
11111 SANTA MONICA BOULEVARD
SUITE 2000

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. GEI Capital V, LLC ("GEIC") is the general partner of Green Equity Investors V, L.P. ("GEI V") and Green Equity Investors Side V, L.P. ("GEI Side V"). Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
2. GEI V is the direct owner of 5,341,979 shares of Class A Common Stock (the "GEI V Shares"). GEI Side V is the direct owner of 1,602,465 shares of Class A Common Stock (the "GEI Side V Shares," and together with the GEI V Shares, the "Shares").
3. GEI Side V, as an affiliated entity of GEI V, LGP, as the management company of GEI V and GEI Side V, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, and Holdings, as a limited partner of GEI V and GEI Side V 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 owners of the Shares (in the case of GEI Side V, the GEI V Shares, and in the case of GEI V, the GEI Side V Shares) owned by GEI V or GEI Side V.
4. Each of GEI V, GEI Side V, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
5. Mr. Danhakl is the direct owner of the shares reported on this row. GEI V, GEI Side V, LGP, LGPM, GEIC, and Holdings 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 an indirect beneficial owner of the shares owned by Mr. Danhakl. Each of GEI V, GEI Side V, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
6. Reflects shares received by Mr. Danhakl upon the vesting of restricted stock units ("RSU") granted to Mr. Danhakl in respect of his service on the Issuer's board of directors. Mr. Danhakl is a Managing Partner of LGP. The securities reported on this row are held by Mr. Danhakl for the benefit of LGP.
7. Not applicable.
8. Granted as compensation for services.
9. Reflects RSUs granted to Mr. Danhakl under the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan in respect of his service on the Issuer's board of directors. The RSUs are held by Mr. Danhakl for the benefit of LGP. The RSUs can be settled only for stock, and will vest on May 8, 2014, provided Mr. Danhakl is still a member of the Issuer's board of directors at such time.
/s/ Michael Gennaro, Chief Operating Officer and Secretary of LGP Management, Inc. 05/10/2013
** 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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