ASLE AerSale Corporation

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
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Pizzi Enrique (Last) (First) (Middle) 255 ALHAMBRA CIRCLE, SUITE 435 (Street) CORAL GABLES FL 33134 (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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Information Officer
	3. Date of Earliest Transaction (Month/Day/Year) 06/07/2024
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/07/2024		A		12,830(1)	A	$0.00	76,820	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
Stock Option (right to buy)	$7.02	06/07/2024		A		24,154		(2)	06/07/2034	Common Stock	24,154	$0	24,154	D

Explanation of Responses:

1. Represents an award of restricted stock units granted under the Aersale Corporation 2020 Equity Incentive Plan, as amended (the "Plan"), that will vest in one-third increments on each of June 7, 2025, June 7, 2026, and June 7, 2027.

2. Represents stock options granted under the Plan that will vest in one-third increments on each of June 7, 2025, June 7, 2026, and June 7, 2027.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ James Fry, Attorney-in-fact for Enrique Pizzi	06/11/2024
	** 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.

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Exhibit 24

 

LIMITED POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Nicolas Finazzo, Martin Garmendia and James Fry, signing individually, as the undersigned's true and lawful attorneys-in-fact to:

 

	(1)	Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;

	(2)	Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or stockholder of AerSale Corporation (the “Company”), Forms 3, 4, and 5 and amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder;

	(2)	Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or amendment thereto and timely file such form with the SEC and any stock exchange or similar authority; and

(3)

Take any other action of any type whatsoever which, in the opinion of any such attorney- in-fact, may be necessary or desirable in connection with the foregoing authority, it being understood that the documents executed by and such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney- in-fact's discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorney-in-facts, in serving in such capacity at the request of the undersigned, is not assuming, nor is any Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

 

This Limited Power of Attorney shall remain in full force and effect until the earlier to occur of (a) undersigned is no longer required to file Forms 3, 4, and 5 with respect to any securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company. This Limited Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 5, 2024.

 

	/s/ Enrique Pizzi
	Enrique Pizzi

 

Notary Acknowledgment

State of Florida

County of Miami-Dade

 

The foregoing instrument was acknowledged before me this 05 day of March by Enrique Pizzi, personally known to me.

 

	/s/ Amy Blanchfield
	Amy Blanchfield		Amy Blanchfield
			Comm.: HH 256587
			Expires:April 24,2026
			Notary Public -State of Florida

 

 

 

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Exhibit 24

 

LIMITED POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Nicolas Finazzo, Martin Garmendia and James Fry, signing individually, as the undersigned's true and lawful attorneys-in-fact to:

 

	(1)	Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;

	(2)	Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or stockholder of AerSale Corporation (the “Company”), Forms 3, 4, and 5 and amendments thereto in accordance with Section 16(a) of the Exchange Act and the rules thereunder;

	(2)	Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or amendment thereto and timely file such form with the SEC and any stock exchange or similar authority; and

(3)

Take any other action of any type whatsoever which, in the opinion of any such attorney- in-fact, may be necessary or desirable in connection with the foregoing authority, it being understood that the documents executed by and such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney- in-fact's discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorney-in-facts, in serving in such capacity at the request of the undersigned, is not assuming, nor is any Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

 

This Limited Power of Attorney shall remain in full force and effect until the earlier to occur of (a) undersigned is no longer required to file Forms 3, 4, and 5 with respect to any securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company. This Limited Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 5, 2024.

 

	/s/ Enrique Pizzi
	Enrique Pizzi

 

Notary Acknowledgment

State of Florida

County of Miami-Dade

 

The foregoing instrument was acknowledged before me this 05 day of March by Enrique Pizzi, personally known to me.

 

	/s/ Amy Blanchfield
	Amy Blanchfield		Amy Blanchfield
			Comm.: HH 256587
			Expires:April 24,2026
			Notary Public -State of Florida

 

 

 

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