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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Green Equity Investors V, L.P. 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/YYYY)
2/8/2021
(Street)
LOS ANGELES, CA 90025
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  2/8/2021    J(1)(2)    743522 (3) A $13.50  20771203 (4)(5)(6)(7) D   
Common Stock  2/8/2021    J(1)(2)    223032 (8) A $13.50  6230686 (5)(6)(7)(9) D   
Common Stock  2/8/2021    J(1)(2)    563 (10) A $13.50  15734 (5)(6)(7)(11) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   (1)(2) 2/8/2021    J (1)(2)       743522 (12)   (1)(2)  (1)(2) Common Stock  743522   (1)(2) 0 (13) D   
Contingent Earnout Shares   (1)(2) 2/8/2021    J (1)(2)       223032 (14)   (1)(2)  (1)(2) Common Stock  223032   (1)(2) 0 (15) D   
Contingent Earnout Shares   (1)(2) 2/8/2021    J (1)(2)       563 (16)   (1)(2)  (1)(2) Common Stock  563   (1)(2) 0 (17) D   
Contingent Earnout Shares   (18)                  (18)  (18) Common Stock  743522    743522 (19) D   
Contingent Earnout Shares   (18)                  (18)  (18) Common Stock  223032    223032 (20) D   
Contingent Earnout Shares   (18)                  (18)  (18) Common Stock  563    563 (21) D   

Explanation of Responses:
(1)  On February 8, 2021, Green Equity Investors V, L.P. ("GEI V"), Green Equity Investors Side V, L.P. ("GEI Side V"), and LGP Parts Coinvest LLC ("Coinvest") received an aggregate of 967,117 shares of the Issuer's Common Stock in connection with the settlement of the Contingent Earnout Shares described in Table II, which were acquired by GEI V, GEI Side V, and Coinvest pursuant to an "earnout" provision in the Amended and Restated Merger Agreement, dated as of September 8, 2021 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"). (continued in footnote 2)
(2)  (continued from footnote 1) As of the consummation of transactions contemplated by the Merger Agreement, or December 22, 2020 (the "Closing Date"), GEI V, GEI Side V, and Coinvest became irrevocably entitled to receive the Contingent Earnout Shares 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. As a result of such conditions being met, GEI V, GEI Side V, and Coinvest acquired an additional 967,117 shares of Common Stock as required pursuant to the Merger Agreement.
(3)  Represents shares of Common Stock of the Issuer acquired by GEI V pursuant to the "earnout" provision in the Merger Agreement.
(4)  Represents shares of Common Stock owned by GEI V.
(5)  GEI Capital V, LLC ("Capital") is the general partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, and an affiliate of Capital. LGP Management, Inc. ("LGPM") is the general partner of LGP. Green V Holdings, LLC is a limited partner of GEI V and GEI Side V. LGP Associates V LLC ("Associates") is the manager of Coinvest. Peridot Coinvest Manager LLC ("Peridot") is the management company of Associates.
(6)  Each of GEI V, GEI Side V, Coinvest, Associates, Capital, LGP, LGPM, Holdings and Peridot 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 some or all of the shares of Common Stock held by GEI V, GEI Side V, and Coinvest (together, the "Investors") and, therefore, a "ten percent holder" hereunder.
(7)  Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein and not held for record by such Reporting Person, except to the extent of its pecuniary interest therein. This report shall not otherwise be deemed an admission that the Reporting Persons are the beneficial owners of such securities not held of record by the respective Reporting Person, for purposes of Section 16 or for any other purpose.
(8)  Represents shares of Common Stock of the Issuer acquired by GEI Side V pursuant to the "earnout" provision in the Merger Agreement.
(9)  Represents shares of Common Stock owned by GEI Side V.
(10)  Represents shares of Common Stock acquired by Coinvest pursuant to the "earnout" provision in the Merger Agreement.
(11)  Represents shares of Common Stock owned by Coinvest.
(12)  Represents Contingent Earnout Shares settled as shares of Common Stock and issued to GEI V pursuant to the "earnout" provision in the Merger Agreement.
(13)  Represents Contingent Earnout Shares owned by GEI V.
(14)  Represents Contingent Earnout Shares settled as shares of Common Stock and issued to GEI Side V pursuant to the "earnout" provision in the Merger Agreement.
(15)  Represents Contingent Earnout Shares owned by GEI Side V.
(16)  Represents Contingent Earnout shares settled as shares of Common Stock and issued to Coinvest pursuant to the "earnout" provision in the Merger Agreement.
(17)  Represents Contingent Earnout shares owned by Coinvest.
(18)  The Contingent Earnout Shares are 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.
(19)  Represents shares of Common Stock that may be issued to GEI V 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.
(20)  Represents shares of Common Stock that may be issued to GEI Side V 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.
(21)  Represents shares of Common Stock that may be issued to 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.

Remarks:
Messrs. Jonathan Seiffer and Michael Kirton are members of the board of directors of the Issuer, and each is a partner of LGP, which is an affiliate of the other reporting persons (the "LGP Entities"). Accordingly, Messrs. Seiffer and Kirton may be determined to represent the interests of the LGP Entities on the board of directors of the Issuer, and accordingly, the LGP Entities may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Green Equity Investors V, L.P.
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025
X X

GEI Capital V, LLC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025
X X

Green Equity Investors Side V, L.P.
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025
X X

Green V Holdings, LLC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025
X X

Leonard Green & Partners, L.P.
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025
X X

LGP Associates V LLC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025
X X

LGP MANAGEMENT INC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025
X X

LGP Parts Coinvest LLC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025
X X

PERIDOT COINVEST MANAGER LLC
11111 SANTA MONICA BOULEVARD, SUITE 2000
LOS ANGELES, CA 90025
X X


Signatures
/s/ Andrew C. Goldberg, Attorney-in-Fact 4/2/2021
**Signature of Reporting Person Date
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