Director exits Air Lease (AL) stake in $65-per-share cash merger
Rhea-AI Filing Summary
Air Lease Corporation director Yvette Hollingsworth Clark fully disposed of her equity as part of a cash merger. She surrendered 25,288.82 shares of Class A common stock at $65.00 per share, receiving cash consideration as the company became an indirect wholly owned subsidiary of Sumisho Air Lease Corporation Designated Activity Company.
The disposition also covered equity awards. This included 5,984 vested but deferred restricted stock units, with accrued dividend equivalent rights, and 2,698 unvested restricted stock units. These awards were cancelled and converted into cash based on the same $65.00 per-share price at the merger’s effective time, leaving her with no remaining shares reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 25,288.82 shares
Net Sell
1 txn
Insider
Clark Yvette Hollingsworth
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Air Lease Corporation - Class A Common Stock | 25,288.82 | $65.00 | $1.64M |
Holdings After Transaction:
Air Lease Corporation - Class A Common Stock — 0 shares (Direct)
Footnotes (2)
- F1. 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").
- F2. The shares of Common Stock reported as disposed by the reporting person include (i) 5,984 vested but deferred restricted stock units ("RSUs"), including dividend equivalent rights accrued on such 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 vested but deferred RSUs, and (ii) 2,698 unvested 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.
Key Figures
Shares disposed: 25,288.82 shares
Merger cash price: $65.00 per share
Vested RSUs cancelled: 5,984 RSUs
+2 more
5 metrics
Shares disposed
25,288.82 shares
Class A common stock cancelled in merger
Merger cash price
$65.00 per share
Cash consideration for each Air Lease common share
Vested RSUs cancelled
5,984 RSUs
Vested but deferred RSUs plus dividend equivalents converted to cash
Unvested RSUs cancelled
2,698 RSUs
Unvested RSUs converted to cash upon separation at Effective Time
Post-transaction holdings
0 shares
Total Class A common shares held after merger disposition
Key Terms
Agreement and Plan of Merger, restricted stock units, dividend equivalent rights, Effective Time, +1 more
5 terms
Agreement and Plan of Merger regulatory
"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.
restricted stock units financial
"The shares of Common Stock reported as disposed...include (i) 5,984 vested but deferred restricted stock units..."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
dividend equivalent rights financial
"5,984 vested but deferred restricted stock units ("RSUs"), including dividend equivalent rights accrued on such RSUs..."
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each issued and outstanding share..."
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
indirect wholly owned subsidiary financial
"the Issuer surviving as an indirect wholly owned subsidiary of Parent (the "Merger")."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Air Lease (AL) director Yvette Hollingsworth Clark report in this Form 4?
She reported disposing of her entire reported Air Lease equity position in connection with a merger. 25,288.82 Class A shares were surrendered for $65.00 per share in cash as Air Lease became an indirect wholly owned subsidiary of Sumisho Air Lease Corporation.
Was Yvette Hollingsworth Clark’s Air Lease (AL) transaction an open-market sale?
No, the Form 4 describes a disposition to the issuer tied to a merger. Each Air Lease Class A share was automatically cancelled and converted into the right to receive $65.00 per share in cash at the merger’s effective time, rather than sold on the open market.
What happened to Yvette Hollingsworth Clark’s Air Lease (AL) restricted stock units?
Her 5,984 vested but deferred RSUs, including dividend equivalents, and 2,698 unvested RSUs were cancelled in the merger. Each unit was converted into a cash payment equal to $65.00 multiplied by the number of RSUs, subject to applicable tax withholding requirements.