Sec Form 4 Filing - DANHAKL JOHN G @ AIR LEASE CORP - 2013-11-26

Insider filing report for Changes in Beneficial Ownership
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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
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
DANHAKL JOHN G
2. Issuer Name and Ticker or Trading Symbol
AIR LEASE CORP [ AL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 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)
11/26/2013
(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
Class A Common Stock 11/26/2013 ( 1 ) S 2,985,945 ( 2 ) D $ 30.88 0 I See footnote ( 3 )
Class A Common Stock 11/26/2013 ( 1 ) S 895,712 ( 4 ) D $ 30.88 0 I See footnote ( 5 )
Class A Common Stock 10,624 ( 6 ) ( 7 ) 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
DANHAKL JOHN G
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES, CA90025
X
Signatures
/s/ Cody L. Franklin, as attorney-in-fact for John G. Danhakl 11/29/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Not applicable.
( 2 )Represents shares of Class A Common Stock sold by Green Equity Investors V, L.P. ("GEI V").
( 3 )GEI V was the direct owner of the shares reported on this row. Mr. John G. Danhakl directly (whether through ownership or position) or indirectly through one or more intermediaries, may have been deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be an indirect beneficial owner of the shares owned by GEI V. Mr. Danhakl disclaims beneficial ownership of the shares reported on this row except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for purposes of Section 16, or for any other purpose.
( 4 )Represents shares of Class A Common Stock sold by Green Equity Investors Side V, L.P. ("GEI Side V").
( 5 )GEI Side V was the direct owner of the shares reported on this row. Mr. Danhakl directly (whether through ownership or position) or indirectly through one or more intermediaries, may have been deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be an indirect beneficial owner of the shares owned by GEI Side V. Mr. Danhakl disclaims beneficial ownership of the shares reported on this row except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for purposes of Section 16, or for any other purpose.
( 6 )Mr. Danhakl is a Managing Partner of Leonard Green and Partners, L.P. ("LGP"), the management company of GEI V and GEI Side V (together with LGP, the "LGP Entities"). The securities reported on this row consist of 7,905 shares of the Issuer's Class A Common Stock held by Mr. Danhakl, and 2,719 restricted stock units ("RSUs"). The RSUs were granted to Mr. Danhakl under the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan in respect of his service on the Issuer's board of directors. The RSUs can be settled only for stock, and will vest on May 8, 2014, provided Mr. Danhakl is still a member of the Issuer's board of directors at such time. The Class A Common Stock reflects prior grants of RSUs that have vested and been settled for stock.
( 7 )The securities reported on this row are held by Mr. Danhakl for the benefit of LGP. Mr. Danhakl disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein. The securities reported on this row do not include any securities of the Issuer directly owned by the LGP Entities.

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