Director Susan McCaw exits Air Lease (AL) stake in $65 cash merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Air Lease Corporation director Susan McCaw disposed of all her equity in connection with the company’s merger. She surrendered 30,942.1 shares of Class A common stock at a cash merger price of $65.00 per share. This followed a merger in which Takeoff Merger Sub Inc. combined with Air Lease, leaving the issuer as an indirect wholly owned subsidiary of Sumisho Air Lease Corporation Designated Activity Company.
The disposition also covered 18,438.88 vested but deferred restricted stock units and 2,698 unvested RSUs, including related dividend equivalent rights. These awards were cancelled and converted into cash based on the same $65.00 per share price. After these transactions, McCaw reported holding zero shares of Air Lease common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
McCaw Susan
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Air Lease Corporation - Class A Common Stock | 30,942.1 | $65.00 | $2.01M |
Holdings After Transaction:
Air Lease Corporation - Class A Common Stock — 0 shares (Direct)
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 (i) 18,438.88 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: 30,942.1 shares
Merger cash price: $65.00 per share
Vested deferred RSUs: 18,438.88 units
+2 more
5 metrics
Shares disposed
30,942.1 shares
Class A common stock cancelled in merger
Merger cash price
$65.00 per share
Per Share Price in cash merger consideration
Vested deferred RSUs
18,438.88 units
Vested but deferred RSUs cancelled for cash at $65
Unvested RSUs
2,698 units
Unvested RSUs cancelled for cash upon separation at Effective Time
Shares after transaction
0 shares
Total Class A shares held by Susan McCaw post-merger
Key Terms
Agreement and Plan of Merger, Effective Time, restricted stock units, dividend equivalent rights, +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.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each issued and outstanding share…"
restricted stock units financial
"vested but deferred restricted stock units ("RSUs"), including dividend equivalent rights accrued…"
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
"including dividend equivalent rights accrued on such RSUs, which were cancelled and converted…"
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.
FAQ
What did Susan McCaw report in her Form 4 for Air Lease (AL)?
Director Susan McCaw reported disposing of 30,942.1 Air Lease Class A shares in a merger transaction. Each share was converted into the right to receive $65.00 in cash, leaving her with no reported common stock holdings after completion of the deal.
What happened to Susan McCaw’s RSUs in the Air Lease (AL) merger?
Her vested but deferred RSUs and unvested RSUs were cancelled and converted into cash based on the $65.00 per share merger price. This included 18,438.88 vested deferred RSUs and 2,698 unvested RSUs, along with accrued dividend equivalent rights, subject to applicable tax withholding.