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 * 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/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) _X _ Form filed by One Reporting Person
___ 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)    967117 (3) A $13.50  27017623 (4) I  See footnote. (5)

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)       967117 (6)   (1)(2)  (1)(2) Common Stock  967117   (1)(2) 0 (7) I  See footnote. (5)
Contingent Earnout Shares   (8)                  (8)  (8) Common Stock  967117    967117 (9) I  See footnote. (5)

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 "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"). (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 acquired by GEI V, GEI Side V, and Coinvest pursuant to the "earnout" provision in the Merger Agreement. Of the shares of Common Stock reported, 743,522 were acquired by GEI V, 223,032 were acquired by GEI Side V, and 563 were acquired by Coinvest.
(4)  Represents shares of Common Stock owned by GEI V, GEI Side V, and Coinvest. Of the shares of Common Stock reported, 20,771,203 are owned by GEI V, 6,230,686 are owned by GEI Side V, and 15,734 are owned by Coinvest.
(5)  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 GEI V, GEI Side V, and Coinvest. Mr. Seiffer disclaims beneficial ownership of the shares of Common Stock owned by each of GEI V, GEI Side V, and Coinvest, 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.
(6)  Represents Contingent Earnout Shares settled as shares of Common Stock and issued to GEI V, GEI Side V, and Coinvest. Of the Contingent Earnout Shares reported, 743,522 were issued to GEI V, 223,032 were issued to GEI Side V, and 563 were issued to Coinvest.
(7)  Represents Contingent Earnout Shares owned by GEI V, GEI Side V, and Coinvest. Of the Contingent Earnout Shares reported, 0 are owned by GEI V, 0 are owned by GEI Side V, and 0 are owned by Coinvest.
(8)  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 "earnout" provision in the Merger Agreement.
(9)  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. Of the Contingent Earnout Shares Reported, 743,522 would be issued to GEI V, 223,032 would be issued to GEI Side V, and 563 would be issued to Coinvest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SEIFFER JONATHAN A
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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