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Ownership Document
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| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 12/15/23 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1754170 |
| Issuer Name: AerSale Corp |
| Issuer Trading Symbol: ASLE |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1837767 |
| | Owner Name: Kirton Michael |
| Reporting Owner Address: |
| | Owner Street 1: 11111 SANTA MONICA BOULEVARD, SUITE 2000 |
| | Owner Street 2: |
| | Owner City: LOS ANGELES |
| | Owner State: CA |
| | Owner ZIP Code: 90025 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 12/15/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 4,000,000 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 12.50 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 9,569,821 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote. |
| Footnote ID: F3 |
| Footnotes: |
| Footnote - F1: Represents shares of common stock, par value $0.0001 per share ("Common Stock") of the Issuer sold by Green Equity Investors CF, L.P. ("Main CF"), Green Equity Investors Side CF, L.P. ("Side CF"), and LGP Associates CF LLC ("Associates CF"). Of the 4,000,000 shares of Common Stock sold, 2,947,446 were sold by Main CF, 1,051,972 were sold by Side CF, and 582 were sold by Associates CF. |
| Footnote - F2: Represents Common Stock owned by Main CF, Side CF, and Associates CF. Of the 9,569,821 shares of Common Stock reported on this row, 7,051,632 are owned by Main CF, 2,516,796 are owned by Side CF, and 1,393 are owned by Associates CF. The Common Stock reported on this row is subject to a lock-up agreement and cannot be sold without underwriter consent until 60 days after the date of the prospectus relating to the transactions reported hereon. |
| Footnote - F3: Mr. Kirton 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 the shares of Common Stock owned by Main CF, Side CF, and Associates CF. Mr. Kirton disclaims beneficial ownership of the shares of Common Stock owned by each of Main CF, Side CF, and Associates CF, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Andrew C. Goldberg, Attorney-in-Fact |
| Signature Date: 12/19/23 |
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