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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RESSLER ANTONY P 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA 90067 |
X | |||
| /s/ Michael D. Weiner, as Attorney-in-Fact | 04/27/2011 | |
| **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 April 25, 2011, the Issuer granted the reporting person 4,528 restricted stock units ("RSUs") under the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan, in connection with his service as a member of the board of directors of the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. Subject to certain conditions, all of these RSUs will vest in full on April 25, 2012, the first anniversary of the grant date. |
| (2) | The reporting person is a Senior Partner in the Private Equity Group of Ares Management LLC ("Ares") and serves on the Executive Committee, and is a member, of Ares Partners Management Company LLC, which indirectly controls Ares. These securities are held by the reporting person for the benefit of Ares and certain funds managed by or affiliated with Ares (together with Ares, the "Ares Entities"). Pursuant to the policies of the Ares Entities, the reporting person holds these securities as a nominee for the sole benefit of the Ares Entities and has assigned to Ares all economic, pecuniary and voting rights in respect of these securities. (continued in footnote 3) |
| (3) | The reporting person disclaims beneficial ownership of these securities and the filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of, or has any interest in, any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, except to the extent of any pecuniary interest therein. The shares reported do not include, and the reporting person expressly disclaims beneficial ownership of, the securities of the Issuer owned by the Ares Entities, except to the extent of any pecuniary interest therein. |