Sec Form 4 Filing - SEIFFER JONATHAN A @ AerSale Corp - 2021-09-10

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 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) 09/10/2021 (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 09/10/2021 J( 1 ) 574,528 ( 2 ) D $ 12.55 ( 1 ) 27,017,623 ( 3 ) I See footnote. ( 4 ) Common Stock 09/10/2021 J( 1 ) 574,528 ( 2 ) A $ 12.55 ( 1 ) 27,017,623 ( 3 ) I See footnote. ( 4 )

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 ( 5 ) 09/10/2021 J( 1 ) 20,565 ( 6 ) ( 5 ) ( 5 ) Common Stock 967,117 ( 5 ) 967,117 ( 5 ) I See footnote. ( 4 ) Contingent Earnout Shares ( 5 ) 09/10/2021 J( 1 ) 20,565 ( 7 ) ( 5 ) ( 5 ) Common Stock 967,117 ( 5 ) 967,117 ( 5 ) I See footnote ( 4 )

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

Explanation of Responses:

( 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 of Common Stock owned by Main CF, Side CF, and Associates CF. Of the shares of Common Stock reported, 19,908,244 are owned by Main CF, 7,105,446 are owned by Side CF, and 3,933 are owned by Associates CF. ( 4 )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 of Common Stock owned by Main CF, Side CF, and Associates CF. Mr. Seiffer disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 5 )The Contingent Earnout Shares are shares of Common Stock that may be issued to Main CF, Side CF, and 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 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. Of the Contingent Earnout Shares reported, 712,631 are owned by Main CF, 254,345 are owned by Side CF, and 141 are owned by Associates CF. ( 6 )Represents Contingent Earnout Shares transferred to Main CF by Side CF as part of the Transaction. ( 7 )Represents Contingent Earnout Shares transferred by Side CF to main CF as part of the Transaction.

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).

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