Marshall Larsen exits Air Lease (NYSE: AL) as shares cashed out at $65
Rhea-AI Filing Summary
SUMISHO AIR LEASE CORP director Marshall O. Larsen reported a disposition of his Air Lease Corporation Class A common stock in connection with the company’s merger with Sumisho Air Lease Corporation Designated Activity Company. At the merger’s effective time, each outstanding Class A share was automatically cancelled and converted into the right to receive $65.00 in cash per share.
The 39,727.97 shares reported as disposed include 37,029.97 vested but deferred restricted stock units and 2,698 unvested RSUs, all of which were cancelled and converted into cash at the same $65.00-per-share price, subject to applicable withholding taxes. Following this cash-out transaction, Larsen held 0 shares of Air Lease common stock directly.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 39,727.97 shares
Net Sell
1 txn
Insider
LARSEN MARSHALL O
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Air Lease Corporation - Class A Common Stock | 39,727.97 | $65.00 | $2.58M |
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) 37,029.97 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: 39,727.97 shares
Per Share Price: $65.00 per share
Vested deferred RSUs: 37,029.97 units
+2 more
5 metrics
Shares disposed
39,727.97 shares
Total Class A common stock and RSUs cancelled at merger effective time
Per Share Price
$65.00 per share
Cash consideration for each cancelled Air Lease Class A share
Vested deferred RSUs
37,029.97 units
Vested but deferred RSUs converted into cash at $65.00 per unit
Unvested RSUs
2,698 units
Unvested RSUs converted into cash at $65.00 per unit upon separation
Post-transaction holdings
0 shares
Direct Air Lease Class A common stock owned after merger cash-out
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
"37,029.97 vested but deferred restricted stock units ("RSUs"), including dividend equivalent rights..."
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
"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.
FAQ
What did Marshall O. Larsen report in this Form 4 for AL?
Marshall O. Larsen reported disposing of 39,727.97 shares of Air Lease Class A common stock. The shares were cancelled in a merger and converted into cash at $65.00 per share, leaving him with zero shares following the transaction.
What happened to Marshall Larsen’s RSUs in the AL merger?
Larsen’s 37,029.97 vested but deferred RSUs and 2,698 unvested RSUs were cancelled. Each unit was converted into cash equal to the $65.00 Per Share Price, subject to applicable withholding taxes, replacing his equity-based awards with cash consideration.
Who acquired Air Lease Corporation in this transaction?
Air Lease Corporation became an indirect wholly owned subsidiary of Sumisho Air Lease Corporation Designated Activity Company. Merger Sub, an indirect wholly owned subsidiary of this Irish private limited company, merged with Air Lease, with Air Lease surviving as the subsidiary.
AI-generated analysis. How Rhea-AI works. Not financial advice.
