Sec Form 3 Filing - SEIFFER JONATHAN A @ AerSale Corp - 2020-12-22

FORM 3 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

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1. Name and Address of Reporting Person SEIFFER JONATHAN A 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 BOULEVARD, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2020 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 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 26,050,506 ( 1 ) I See footnote. ( 2 ) ( 3 )

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 Contingent Earnout Shares ( 4 ) ( 4 ) ( 4 ) Common Stock 967,117 I See footnote. ( 3 ) ( 4 ) Contingent Earnout Shares ( 5 ) ( 5 ) ( 5 ) Common Stock 967,117 I See footnote. ( 3 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SEIFFER JONATHAN A 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA90025 X X Signatures /s/ Andrew Goldberg, attorney-in-fact 12/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the consummation of the business combination of Monocle Acquisition Corporation ("Monocle"), Monocle Holdings, Inc. (following the business combination, the "Issuer") and AerSale Corp., AerSale Corp. merged with and into a wholly-owned subsidiary of the Issuer, with AerSale Corp. surviving the business combination, and each share of AerSale Corp. common stock outstanding and each in-the-money AerSale Corp. stock appreciation right were converted into the right to receive a combination of cash and shares of the Issuer's common stock, as described in the Registration Statement on Form S-4 filed by the Issuer in connection with the business combination. ( 2 )Represents shares of Common Stock of the Issuer owned by Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), and LGP Parts Coinvest LLC ("Coinvest"). Of the shares of Common Stock reported, 20,027,681 shares are held by GEI V, 6,007,654 shares are held by GEI Side V, and 15,171 shares are held by Coinvest. ( 3 )Mr. Seiffer 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 owned by GEI V, GEI Side V, and Coinvest. Mr. Seiffer disclaims beneficial ownership of the shares owned by each of GEI V, GEI Side V, and Coinvest, except to the extent of his pecuniary interest in GEI V and GEI Side V, and this report shall not otherwise be deemed an admission that he is the beneficial owners of such securities for purposes of Section 16 or for any other purposes. ( 4 )Represents 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 $13.50 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., Monocole, Monocle Merger Sub 1 Inc., Monocle Merger Sub 2 LLC, and Leonard Green & Partners, L.P (the "Merger Agreement"). Of the contingent earnout shares reported, 743,522 shares would be issued to GEI V, 223,032 shares would be issued to GEI Side V, and 563 shares would be issued to Coinvest. ( 5 )Represents 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. Of the contingent earnout shares reported, 743,522 shares would be issued to GEI V, 223,032 shares would be issued to GEI Side V, and 563 shares would be issued to Coinvest.

Remarks: Exhibit 24 - Power of Attorney

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