AL (AL) EVP Grant A. Levy’s shares cancelled and cashed out at $65
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
SUMISHO AIR LEASE CORP completed a merger in which its subsidiary acquired Air Lease Corporation, and all Class A common shares were cancelled and converted into a right to receive $65.00 per share in cash. EVP Grant A. Levy reported dispositions to the issuer of 151,438 directly held shares and additional indirectly held shares at this per-share price, leaving him with zero reported shares after the transaction.
The filing notes that 5,589 unvested restricted stock units were cancelled and converted into cash-based “Converted Cash Awards” using the same $65.00 per-share price, while keeping their original vesting terms. Some of the indirectly reported shares are owned by one of Levy’s sons; Levy expressly disclaims beneficial ownership of those shares except for any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Levy Grant A
Role
EVP
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Air Lease Corporation - Class A Common Stock | 151,438 | $65.00 | $9.84M |
| Disposition | Air Lease Corporation - Class A Common Stock | 4,500 | $65.00 | $293K |
| Disposition | Air Lease Corporation - Class A Common Stock | 4,500 | $65.00 | $293K |
Holdings After Transaction:
Air Lease Corporation - Class A Common Stock — 0 shares (Direct);
Air Lease Corporation - Class A Common Stock — 0 shares (Indirect, See footnote)
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 5,589 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 (the "Converted Cash Awards"). The Converted Cash Awards are subject to the same vesting terms and conditions as applied to such RSUs immediately prior to the Effective Time. 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 to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.
Key Figures
Direct shares disposed: 151,438 shares
Per-share merger price: $65.00 per share
Unvested RSUs converted: 5,589 units
+3 more
6 metrics
Direct shares disposed
151,438 shares
Disposition to issuer at $65.00 per share
Per-share merger price
$65.00 per share
Cash consideration for each Class A common share
Unvested RSUs converted
5,589 units
RSUs cancelled and converted to cash awards at $65.00
Indirect dispositions
4,500 shares (per reported transaction)
Indirect issuer dispositions reported at $65.00 per share
Post-transaction holdings
0 shares
Total Class A common shares following merger-related dispositions
Dispose transactions
3 transactions
Total disposition-to-issuer entries reported in summary
Key Terms
Agreement and Plan of Merger, Effective Time, restricted stock units ("RSUs"), Converted Cash Awards, +2 more
6 terms
Agreement and Plan of Merger financial
"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), with Sumisho Air Lease Corporation"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Effective Time financial
"At the effective time of the Merger (the "Effective Time"), each issued and outstanding share"
restricted stock units ("RSUs") financial
"include 5,589 unvested restricted stock units ("RSUs"), which were cancelled and converted"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Converted Cash Awards financial
"converted into the right to receive an amount in cash ... (the "Converted Cash Awards")."
beneficial ownership financial
"The reporting person expressly disclaims beneficial ownership of these shares, except to the extent"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Section 16 financial
"not be deemed to be an admission of beneficial ownership ... for purposes of Section 16"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
FAQ
What insider transaction did AL executive Grant A. Levy report?
Grant A. Levy, an EVP at AL, reported disposing of Class A common shares in connection with a merger. His directly and indirectly held shares were cancelled and converted into a right to receive cash at a fixed per-share price.
How were Grant A. Levy’s unvested RSUs in AL treated in the merger?
Levy’s 5,589 unvested restricted stock units were cancelled and converted into cash-based “Converted Cash Awards.” Each unit became cash equal to $65.00 times the unit count, while preserving the same vesting terms that applied immediately before the merger.
Who acquired Air Lease Corporation in this merger?
Air Lease Corporation was acquired through a merger with a subsidiary of Sumisho Air Lease Corporation Designated Activity Company, described as Parent. The issuer survived the merger as an indirect wholly owned subsidiary of Parent after the effective time of the transaction.