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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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 AerSale Corp [ ASLE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/16/2021
	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
Common Stock	04/16/2021		J(1)		20,771,203(2)	D	$12.55	0(3)(4)(5)(6)	D
Common Stock	04/16/2021		J(1)		6,230,686(7)	D	$12.55	0(4)(5)(6)(8)	D
Common Stock	04/16/2021		J(1)		15,734(9)	D	$12.55	0(4)(5)(6)(10)	D

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
Contingent Earnout Share	(11)	04/16/2021		J(1)			743,522(12)	(11)	(11)	Common Stock	743,522	(11)	0(13)	D
Contingent Earnout Share	(11)	04/16/2021		J(1)			223,032(14)	(11)	(11)	Common Stock	223,032	(11)	0(15)	D
Contingent Earnout Share	(11)	04/16/2021		J(1)			563(16)	(11)	(11)	Common Stock	563	(11)	0(17)	D

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 X 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 X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LGP Parts Coinvest 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 X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LGP Associates 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 X 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 X 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 X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On April 16, 2021, Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), and LGP Parts Coinvest LLC ("Coinvest") contributed all securities of the Issuer to each of Green Equity Investors CF, L.P. ("Main CF"), Green Equity Investors Side CF, L.P. ("Side CF"), and LGP Associates CF, LLC ("Associates CF") as part of a transaction pursuant to which GEI V, GEI Side V, Coinvest, and other affiliated co-investment vehicles engaged in a coordinated transfer of their equity interests in several portfolio companies (including the Issuer) to one or more newly formed affiliated investment funds (the "Transaction").

2. Represents shares of Common Stock of the Issuer contributed by GEI V to Main CF and Side CF as part of the Transaction.

3. Represents shares owned by GEI V.

4. GEI Capital V, LLC ("Capital") is the general 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 Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Green V Holdings, LLC is a limited partner of GEI V and GEI Side V. LGP Associates V LLC ("Associates") is the manager of Coinvest. Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates.

5. Each of GEI V, GEI Side V, Coinvest, Associates, Capital, LGP, LGPM, Holdings 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 GEI V, GEI Side V, and Coinvest (together, the "Investors") and, therefore, a "ten percent holder" hereunder.

6. 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.

7. Represents shares of Common Stock contributed by GEI Side V to Side CF as part of the Transaction.

8. Represents shares of Common Stock owned by GEI Side V.

9. Represents shares of Common Stock contributed by Coinvest to Associates CF and Main CF as part of the Transaction.

10. Represents shares of Common Stock owned by Coinvest.

11. The Contingent Earnout Shares are shares of Common Stock that may be issued to GEI V, GEI Side V, and Coinvest 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, 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.

12. Represents Contingent Earnout Shares contributed by GEI V to Main CF and Side CF as part of the Transaction.

13. Represents Contingent Earnout Shares owned by GEI V.

14. Represents Contingent Earnout Shares contributed by GEI Side V to Side CF as part of the Transaction.

15. Represents Contingent Earnout Shares owned by GEI Side V.

16. Represents Contingent Earnout Shares contributed by Coinvest to Associates CF and Main CF as part of the Transaction.

17. Represents Contingent Earnout Shares owned by Coinvest.

Remarks:

	/s/ Andrew C. Goldberg, Attorney-in-fact	04/20/2021
	** 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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