[Form 4] AIR LEASE CORP Insider Trading Activity
Rhea-AI Filing Summary
Steven F. Udvar-Hazy, a director of Air Lease Corporation, reported disposing of all reported holdings of the company’s Class A common stock in connection with its acquisition by Sumisho Air Lease Corporation Designated Activity Company. Under the Agreement and Plan of Merger, Air Lease became an indirect wholly owned subsidiary of the buyer.
At the merger’s effective time, each issued and outstanding share of Air Lease Class A common stock was automatically cancelled and converted into the right to receive $65.00 per share in cash, without interest. This included unvested restricted stock units, with 56,716 RSUs cancelled and converted into cash based on the same per share price upon Udvar-Hazy’s separation from service.
The filing shows both direct and multiple indirect holdings—including shares held by his spouse, children, grandchild, and family-related entities such as Emerald Financial LLC, Air Intercontinental, Inc., Ocean Equities, Inc., and family trusts—reported as dispositions to the issuer, with post-transaction share balances reported as zero for these positions. Several footnotes state that Udvar-Hazy disclaims beneficial ownership of some family-related holdings except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insights
Director’s entire reported Air Lease equity is cashed out at $65 per share via a completed merger.
The Form 4 details how Steven F. Udvar-Hazy’s direct and indirect holdings of Air Lease Class A common stock were disposed of through a merger with Sumisho Air Lease Corporation DAC. Each share was cancelled and converted into the right to receive $65.00 in cash, a typical cash-out structure when a listed company is taken private.
The filing also clarifies treatment of equity awards: 56,716 unvested RSUs were cancelled and converted into cash at the same per share price upon his separation from service at the effective time. Indirect positions held by family members and entities are disclosed with pecuniary-interest disclaimers, which helps distinguish his economic exposure from pure legal title.
This transaction reflects the closing mechanics of the merger rather than a discretionary open-market trade. For existing shareholders, it confirms that common stock and specified RSUs are monetized at $65.00 per share, while Air Lease transitions to being an indirect wholly owned subsidiary of the buyer. The economic outcome for public holders aligns with the agreed merger terms described in the footnotes.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Air Lease Corporation - Class A Common Stock | 1,325,528 | $65.00 | $86.16M |
| Disposition | Air Lease Corporation - Class A Common Stock | 30,745 | $65.00 | $2.00M |
| Disposition | Air Lease Corporation - Class A Common Stock | 14,050 | $65.00 | $913K |
| Disposition | Air Lease Corporation - Class A Common Stock | 19,500 | $65.00 | $1.27M |
| Disposition | Air Lease Corporation - Class A Common Stock | 10,000 | $65.00 | $650K |
| Disposition | Air Lease Corporation - Class A Common Stock | 21,500 | $65.00 | $1.40M |
| Disposition | Air Lease Corporation - Class A Common Stock | 1,300 | $65.00 | $85K |
| Disposition | Air Lease Corporation- Class A Common Stock | 1,300 | $65.00 | $85K |
| Disposition | Air Lease Corporation- Class A Common Stock | 1,300 | $65.00 | $85K |
| Disposition | Air Lease Corporation - Class A Common Stock | 31,000 | $65.00 | $2.02M |
| Disposition | Air Lease Corporation - Class A Common Stock | 321,350 | $65.00 | $20.89M |
| Disposition | Air Lease Corporation - Class A Common Stock | 71,000 | $65.00 | $4.62M |
| Disposition | Air Lease Corporation - Class A Common Stock | 2,640,000 | $65.00 | $171.60M |
| Disposition | Air Lease Corporation - Class A Common Stock | 895,526 | $65.00 | $58.21M |
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), with Sumisho Air Lease Corporation Designated Activity Company, an Irish private limited company ("Parent"), and Takeoff Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as an indirect wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of the Issuer's Class A common stock, par value $0.01 per share ("Common Stock") that was issued and outstanding as of immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $65.00 per share in cash, without interest thereon (the "Per Share Price"). The shares of Common Stock reported as disposed by the reporting person include 56,716 unvested restricted stock units ("RSUs"), which were cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of the Per Share Price and the total number of unvested RSUs upon the reporting person's separation from service at the Effective Time. 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. 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. 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. 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. These shares are held by Emerald Financial LLC. A separate trust for each of the reporting person's four children owns 25% of the membership interests of Emerald LLC. 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. These shares are held by Air Intercontinental, Inc., of which the reporting person is the sole stockholder. These shares are held by Ocean Equities, Inc. which is 100% owned by the Hazy Family Community Property Trust 5/28/85 of which the reporting person is the trustee and beneficial owner. These shares are held by the Hazy Family Community Property Trust 5/28/85, of which the reporting person is the trustee and beneficial owner. These shares are held by the Udvar-Hazy Separate Property Trust, of which the reporting person is the trustee.
