Ownership Submission

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

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Green Equity Investors CF, L.P.

2. Issuer Name and Ticker or Trading Symbol
AerSale Corp [ASLE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

11111 SANTA MONICA BLVD., SUITE 2000

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2021

(Street)

LOS ANGELES, CA 90025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/10/2021		J⁽¹⁾		574,528 ⁽²⁾	A	$ 12.55 ⁽¹⁾	19,908,244 ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾	D
Common Stock	09/10/2021		J⁽¹⁾		574,528 ⁽⁷⁾	D	$ 12.55 ⁽¹⁾	7,105,446 ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁸⁾	D
Common Stock								3,933 ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁹⁾	D

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)

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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Contingent Earnout Shares

⁽¹⁰⁾

09/10/2021

J⁽¹⁾

20,565 ⁽¹¹⁾

⁽¹⁰⁾

Common Stock

712,631

⁽¹⁾ ⁽¹⁰⁾

712,631 ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽¹⁰⁾

Contingent Earnout Shares

⁽¹²⁾

09/10/2021

J⁽¹⁾

20,565 ⁽¹³⁾

⁽¹²⁾

Common Stock

254,345

⁽¹⁾ ⁽¹⁰⁾

254,345 ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽¹²⁾

Contingent Earnout Shares

⁽¹⁴⁾

Common Stock

141

141 ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽¹⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Green Equity Investors CF, L.P. 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X
Green Equity Investors Side CF, L.P. 11111 SANTA MONICA BLVD. 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 CF, LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X
LGP MANAGEMENT INC 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
GEI Capital CF, LLC 11111 SANTA MONICA BLVD. SUITE 2000 LOS ANGELES, CA 90025	X	X

Signatures

/s/ Andrew C. Goldberg, attorney-in-fact		09/14/2021
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	This Form 4 is being filed as a result of a rebalancing transaction in which Green Equity Investors Side CF, L.P. ("Side CF") transferred (i) 574,528 shares of Common Stock of the Issuer to Green Equity Investors CF, L.P. ("Main CF") and (ii) 20,565 Contingent Earnout Shares (as described below), in order to correct a scrivener's error in the recorded holdings of each of Main CF and Side CF (the "Transaction"). There was no change in the aggregate number of shares of Common Stock or Contingent Earnout Shares beneficially owned by the Reporting Persons as a result of such transaction. The price for the Common Stock reflected in this Form 4 is the closing price on April 16, 2021, the record date of the holdings as to which the scrivener's error related.
(2)	Represents shares of Common Stock transferred to Main CF by Side CF as part of the Transaction.
(3)	Represents shares owned by Main CF.
(4)	GEI Capital CF, LLC ("Capital") is the general partner of Main CF and Side CF. Leonard Green & Partners, L.P. ("LGP") is the management company of Main CF and Side CF, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Peridot Coinvest Manager LLC ("Peridot") is the management company of LGP Associates CF, LLC ("Associates CF").
(5)	Each of Main CF, Side CF, Associates CF, Capital, LGP, LGPM, 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 Main CF, Side CF, and Associates CF (together, the "Investors") and, therefore, a "ten percent holder" hereunder.
(6)	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.
(7)	Represents shares of Common Stock transferred by Side CF to Main CF as part of the Transaction.
(8)	Represents shares of Common Stock owned by Side CF.
(9)	Represents shares of Common Stock owned by Associates CF.
(10)	Represents shares of Common Stock that may be issued to Main CF 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 (the "Merger Agreement").
(11)	Represents Contingent Earnout Shares transferred to Main CF by Side CF as part of the Transaction.
(12)	Represents shares of Common Stock that may be issued to Side CF 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.
(13)	Represents Contingent Earnout Shares transferred by Side CF to Main CF as part of the Transaction.
(14)	Represents shares of Common Stock that may be issued to Associates CF 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.

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