Edgar Filing: UDVAR-HAZY STEVEN F

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

UDVAR-HAZY STEVEN F

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
__X__ Officer (give title below)	_____ Other (specify below)
Executive Chairman

(Last)

(First)

(Middle)

AIR LEASE CORPORATION,, 2000 AVENUE OF THE STARS, SUITE 1000N

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2018

(Street)

LOS ANGELES, CA 90067

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Air Lease Corporation - Class A Common Stock	03/05/2018		M		9,150 ⁽¹⁾	A	$ 20	926,962	D
Air Lease Corporation - Class A Common Stock	03/05/2018		S		9,150	D	$ 43.25	917,812	D
Air Lease Corporation - Class A Common Stock	03/06/2018		M		56,286 ⁽¹⁾	A	$ 20	974,098	D
Air Lease Corporation - Class A Common Stock	03/06/2018		S		56,286	D	$ 43.32 ⁽²⁾	917,812	D
Air Lease Corporation - Class A Common Stock								28,100	I	See footnote ⁽³⁾
Air Lease Corporation - Class A Common Stock								10,800	I	See footnote ⁽⁴⁾
Air Lease Corporation - Class A Common Stock								13,400	I	See footnote ⁽⁴⁾
Air Lease Corporation - Class A Common Stock								10,900	I	See footnote ⁽⁵⁾
Air Lease Corporation- Class A Common Stock								18,400	I	See footnote ⁽⁵⁾
Air Lease Corporation - Class A Common Stock								400	I	See footnote ⁽⁶⁾
Air Lease Corporation - Class A Common Stock								200	I	See footnote ⁽⁶⁾
Air Lease Corporation - Class A Common Stock								328,889	I	See footnote ⁽⁷⁾
Air Lease Corporation - Class A Common Stock								101,667	I	See footnote ⁽⁸⁾
Air Lease Corporation - Class A Common Stock								35,925	I	See footnote ⁽⁹⁾
Air Lease Corporation - Class A Common Stock								2,700,000	I	See footnote ⁽¹⁰⁾
Air Lease Corporation - Class A Common Stock								1,199,558	I	See footnote ⁽¹¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 20

03/05/2018

9,150

06/04/2011⁽¹²⁾

06/04/2020

Class A Common Stock

9,150

$ 0

1,725,850

Employee Stock Option (Right to Buy)

$ 20

03/06/2018

56,286

06/04/2011⁽¹²⁾

06/04/2020

Class A Common Stock

56,286

$ 0

1,669,564

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
UDVAR-HAZY STEVEN F AIR LEASE CORPORATION, 2000 AVENUE OF THE STARS, SUITE 1000N LOS ANGELES, CA 90067	X		Executive Chairman

Signatures

Courtney McKeown, on behalf of Steven F. Udvar-Hazy, Executive Chairman of the Board of Directors (Substitute Power of Attorney Attached)		03/07/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents the shares of the Issuer's Class A Common Stock issued to the reporting person upon the exercise of stock options granted under the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan.
(2)	$43.32 is the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $43.50 to $43.25. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote 2 to this Form 4.
(3)	These shares are owned by the reporting person's wife. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
(4)	These shares are owned by one of the reporting person's daughters. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
(5)	These shares are owned by one of the reporting person's sons. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose
(6)	These shares are held by the reporting person as custodian for one of the reporting person's grandchildren under the California Uniform Transfers to Minors Act. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
(7)	These shares are held by Air Intercontinental, Inc., of which the reporting person is the sole stockholder and one of three directors.
(8)	These shares are held by Ocean Equities, Inc. A trust, of which the reporting person is the trustee, is the sole stockholder of Ocean Equities, Inc. The reporting person is also one of three directors of Ocean Equities, Inc.
(9)	These shares are held by Emerald Financial LLC. A trust, of which the reporting person is the trustee, controls a majority of the membership interests of Emerald Financial LLC. Additionally, the reporting person is one of three managers of Emerald Financial LLC.
(10)	These shares are held by the Hazy Family Community Trust 5/28/85, of which the reporting person is the trustee.
(11)	These shares are held by the Udvar-Hazy Separate Property Trust, of which the reporting person is the trustee.
(12)	Employee stock options granted under the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan, which vested in three equal annual installments beginning on June 4, 2011.

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