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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 2/28/24 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1590364 |
| Issuer Name: FTAI Aviation Ltd. |
| Issuer Trading Symbol: FTAI |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1672945 |
| | Owner Name: Nicholson Kenneth J. |
| Reporting Owner Address: |
| | Owner Street 1: 1345 AVENUE OF THE AMERICAS 45TH FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10105 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (right to buy) |
| | Conversion or Exercise Price: |
| | | Value: 26.11 |
| | Transaction Date: |
| | | Value: 2/28/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 24,895 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 3/15/33 |
| | | Footnote ID: F3 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Ordinary Shares |
| | | Underlying Security Shares: |
| Value: 24,895 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 24,895 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Tandem awards correspond on a one-to-one basis with options granted to FIG LLC, the Company's manager (or an affiliate of the Company's manager), such that exercise by an employee of the tandem award would result in the corresponding option held by the manager being cancelled. Upon the grant of options to the manager (or an affiliate), such options are fully vested and become exercisable over a 30-month period (the "Total Exercisability Period") in monthly installments beginning on the first of each month following the month in which the options were granted. (Continued in Footnote 2) |
| Footnote - F2: When tandem awards are granted with respect to manager options, the manager options become exercisable in monthly installments over a portion of the Total Exercisability Period equal to the product of (i) the ratio of manager options not subject to corresponding tandem options to the total number of manager options (including manager options underlying such tandem awards subject to corresponding tandem options) multiplied by (ii) 30 (such period, the "Manager Exercisability Period"). Following the Manager Exercisability Period, the tandem awards vest in monthly installments on the first of each month over the remainder of the Total Exercisability Period and become exercisable only at the end of the Total Exercisability Period. |
| Footnote - F3: Represents the expiration date of the related manager option. In general, the expiration date of the tandem award occurs prior to the expiration date of the underlying option. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ BoHee Yoon, as Attorney-in-fact |
| Signature Date: 2/28/24 |
