Director at Air Lease (AL) disposed 40,587 shares in $65 cash merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Air Lease Corporation director Matthew J. Hart reported a disposition of his holdings in connection with the company’s merger with Sumisho Air Lease Corporation’s affiliate. At the Effective Time of the merger, 40,587 shares of Class A common stock held by Hart were automatically cancelled and converted into the right to receive $65.00 per share in cash, without interest. This total includes 2,698 unvested restricted stock units, which were also cancelled and converted into a cash payment based on the same per‑share price, subject to applicable withholding taxes. Following this merger-related cash-out, the filing shows Hart with 0 shares of Air Lease common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
HART MATTHEW J
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Air Lease Corporation - Class A Common Stock | 40,587 | $65.00 | $2.64M |
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 2,698 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.
Key Figures
Shares disposed: 40,587 shares
Per Share Price: $65.00 per share
Unvested RSUs included: 2,698 RSUs
+1 more
4 metrics
Shares disposed
40,587 shares
Class A common stock cancelled at merger Effective Time
Per Share Price
$65.00 per share
Cash consideration for each cancelled common share
Unvested RSUs included
2,698 RSUs
Unvested restricted stock units cancelled and cashed out at $65.00
Shares after transaction
0 shares
Total Air Lease common stock held by Hart after merger cash-out
Key Terms
Agreement and Plan of Merger, Effective Time, restricted stock units, Per Share Price, +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
"The shares of Common Stock reported as disposed by the reporting person include 2,698 unvested restricted stock units ("RSUs")..."
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.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
What did Matthew J. Hart report in this Form 4 for AL?
Matthew J. Hart reported disposing of his Air Lease Corporation Class A common stock in a merger-related transaction. All reported shares were cancelled at the merger’s Effective Time and converted into a cash payment based on a fixed per-share price.
Were Matthew J. Hart’s unvested RSUs in Air Lease (AL) included in this transaction?
Yes. The filing states that 2,698 unvested restricted stock units were cancelled at the merger Effective Time and converted into a cash amount equal to $65.00 multiplied by the total RSUs, subject to applicable withholding taxes on that payout.