Statement of Changes in Beneficial Ownership (4)
October 26 2021 - 6:53PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Barimo Basil |
2. Issuer Name and Ticker or Trading Symbol
AerSale Corp
[
ASLE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks |
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(Last)
(First)
(Middle)
121 ALHAMBRA PLAZA, SUITE 1700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/22/2021 |
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(Street)
CORAL GABLES, FL 33134
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 10/22/2021 | | C | | 17267 | A | (1)(2) | 62373 | D | |
| Common Stock | 10/22/2021 | | F | | 8176 | D | $18.83 | 54197 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 Shares | (1) | 10/22/2021 | | C | | | 17267 | (1) | (1) | Common Stock | 17267 | $0 | 0 | D | |
| Explanation of Responses: |
| (1) | Represents shares of Common Stock that may be issued to the Reporting Person 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., Monocle, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P. |
| (2) | The Reporting Person's right to receive shares pursuant to this earn-out became fixed and irrevocable on December 22, 2020, the effective date of the merger. |
Remarks:
Division President, MRO Services |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Barimo Basil
121 ALHAMBRA PLAZA, SUITE 1700
CORAL GABLES, FL 33134 |
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| See Remarks |
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Signatures
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| /s/ Martin Garmendia, Attorney-in-fact For Basil Barimo | | 10/26/2021 |
| **Signature of Reporting Person | Date |
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