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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Contingent Earnout Shares | (1) (2) | 02/08/2021 | J(1)(2) | 743,522 (12) | (1)(2) | (1)(2) | Common Stock | 743,522 | (1) (2) | 0 (13) | D | ||||
| Contingent Earnout Shares | (1) (2) | 02/08/2021 | J(1)(2) | 223,032 (14) | (1)(2) | (1)(2) | Common Stock | 223,032 | (1) (2) | 0 (15) | D | ||||
| Contingent Earnout Shares | (1) (2) | 02/08/2021 | J(1)(2) | 563 (16) | (1)(2) | (1)(2) | Common Stock | 563 | (1) (2) | 0 (17) | D | ||||
| Contingent Earnout Shares | (18) | (18) | (18) | Common Stock | 743,522 | 743,522 (19) | D | ||||||||
| Contingent Earnout Shares | (18) | (18) | (18) | Common Stock | 223,032 | 223,032 (20) | D | ||||||||
| Contingent Earnout Shares | (18) | (18) | (18) | Common Stock | 563 | 563 (21) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Green Equity Investors V, L.P. 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| GEI Capital V, LLC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| Green Equity Investors Side V, L.P. 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| Green V Holdings, LLC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| Leonard Green & Partners, L.P. 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| LGP Associates V LLC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| LGP MANAGEMENT INC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| LGP Parts Coinvest LLC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| PERIDOT COINVEST MANAGER LLC 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA 90025 |
X | X | ||
| /s/ Andrew C. Goldberg, Attorney-in-Fact | 04/02/2021 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On February 8, 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") received an aggregate of 967,117 shares of the Issuer's Common Stock in connection with the settlement of the Contingent Earnout Shares described in Table II, which were acquired by GEI V, GEI Side V, and Coinvest pursuant to an "earnout" provision in the Amended and Restated Merger Agreement, dated as of September 8, 2021 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. (the "Merger Agreement"). (continued in footnote 2) |
| (2) | (continued from footnote 1) As of the consummation of transactions contemplated by the Merger Agreement, or December 22, 2020 (the "Closing Date"), GEI V, GEI Side V, and Coinvest became irrevocably entitled to receive the Contingent Earnout Shares if the closing sale price of Common Stock equals or exceeds $13.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to December 22, 2025. As a result of such conditions being met, GEI V, GEI Side V, and Coinvest acquired an additional 967,117 shares of Common Stock as required pursuant to the Merger Agreement. |
| (3) | Represents shares of Common Stock of the Issuer acquired by GEI V pursuant to the "earnout" provision in the Merger Agreement. |
| (4) | Represents shares of Common Stock owned by GEI V. |
| (5) | 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. |
| (6) | 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. |
| (7) | 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. |
| (8) | Represents shares of Common Stock of the Issuer acquired by GEI Side V pursuant to the "earnout" provision in the Merger Agreement. |
| (9) | Represents shares of Common Stock owned by GEI Side V. |
| (10) | Represents shares of Common Stock acquired by Coinvest pursuant to the "earnout" provision in the Merger Agreement. |
| (11) | Represents shares of Common Stock owned by Coinvest. |
| (12) | Represents Contingent Earnout Shares settled as shares of Common Stock and issued to GEI V pursuant to the "earnout" provision in the Merger Agreement. |
| (13) | Represents Contingent Earnout Shares owned by GEI V. |
| (14) | Represents Contingent Earnout Shares settled as shares of Common Stock and issued to GEI Side V pursuant to the "earnout" provision in the Merger Agreement. |
| (15) | Represents Contingent Earnout Shares owned by GEI Side V. |
| (16) | Represents Contingent Earnout shares settled as shares of Common Stock and issued to Coinvest pursuant to the "earnout" provision in the Merger Agreement. |
| (17) | Represents Contingent Earnout shares owned by Coinvest. |
| (18) | 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 Merger Agreement. |
| (19) | Represents shares of Common Stock that may be issued to GEI V 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 Merger Agreement. |
| (20) | Represents shares of Common Stock that may be issued to GEI Side V 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 Merger Agreement. |
| (21) | Represents shares of Common Stock that may be issued to 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 Merger Agreement. |
| Remarks: Messrs. Jonathan Seiffer and Michael Kirton are members of the board of directors of the Issuer, and each is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Messrs. Seiffer and Kirton may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. | |