Sec Form 4/A Filing - Willis Austin Chandler @ WILLIS LEASE FINANCE CORP - 2023-11-13

FORM 4/A 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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Willis Austin Chandler 2. Issuer Name and Ticker or Trading Symbol WILLIS LEASE FINANCE CORP [ WLFC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 4700 LYONS TECHNOLOGY PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 11/13/2023 (Street) COCONUT CREEK, FL33073 4. If Amendment, Date Original Filed (MM/DD/YY) 11/15/2023 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 11/13/2023 S 3,000 D $ 44.0328 ( 1 ) 243,715 I 2019 Willis Family Trust ( 5 ) ( 6 ) Common Stock 11/14/2023 S 8,000 D $ 44.4949 ( 2 ) 235,715 I 2019 Willis Family Trust ( 5 ) ( 6 ) Common Stock 11/15/2023 S 2,459 D $ 44.2171 ( 3 ) 233,256 I 2019 Willis Family Trust ( 5 ) ( 6 ) Common Stock 11/15/2023 S 541 D $ 44.5524 ( 4 ) 232,715 I 2019 Willis Family Trust ( 5 ) ( 6 ) Common Stock 112,669 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Willis Austin Chandler 4700 LYONS TECHNOLOGY PARKWAY COCONUT CREEK, FL33073 X Chief Executive Officer Signatures /s/ Austin C. Willis 03/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades at prices ranging from $43.95 to $44.50, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) of this Form 4. ( 2 )This transaction was executed in multiple trades at prices ranging from $44.20 to $45.00, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) of this Form 4. ( 3 )This transaction was executed in multiple trades at prices ranging from $44.00 to $44.47, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) of this Form 4. ( 4 )This transaction was executed in multiple trades at prices ranging from $45.20 to $45.81, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) of this Form 4. ( 5 )2019 Willis Family Trust, Austin Willis Trustee. ( 6 )Includes 213,415 shares having shared voting power of CFW Partners with Charles F. Willis IV.

Remarks: On November 15, 2023, the reporting person filed a Form 4 which inadvertently reported that all shares were sold directly by the reporting person. In fact, as reported in this amendment, all shares were sold by the 2019 Willis Family Trust. As of November 15, 2023, the reporting person directly held 112,669 shares, and the 2019 Willis Family Trust directly held 232,715 shares. As of the date of this amendment, the reporting person directly holds 116,635 shares, and the 2019 Willis Family Trust directly holds 232,715 shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.