Air Lease (AL) CFO exits 68,923 shares as $65-per-share merger closes
Rhea-AI Filing Summary
Air Lease Corporation EVP and CFO Gregory B. Willis reported the disposition of 68,923 shares of Air Lease Class A common stock at $65.00 per share, leaving him with no directly held shares after the transaction.
The filing explains this occurred at the effective time of a merger in which a subsidiary of Sumisho Air Lease Corporation Designated Activity Company merged with Air Lease, making it an indirect wholly owned subsidiary. Each outstanding share was automatically cancelled and converted into the right to receive $65.00 in cash. The 68,923 shares reported as disposed include 5,594 unvested restricted stock units, which were cancelled and converted into cash awards that retain the same vesting terms as the original RSUs.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 68,923 shares
Net Sell
1 txn
Insider
Willis Gregory B
Role
EVP AND CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Air Lease Corporation - Class A Common Stock | 68,923 | $65.00 | $4.48M |
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 5,594 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.
Key Figures
Shares disposed: 68,923 shares
Per share merger price: $65.00 per share
Shares after transaction: 0 shares
+1 more
4 metrics
Shares disposed
68,923 shares
Class A common stock cancelled in merger
Per share merger price
$65.00 per share
Cash consideration for each cancelled common share
Shares after transaction
0 shares
Directly held Air Lease Class A shares post-disposition
Unvested RSUs converted
5,594 RSUs
Cancelled and converted into cash awards at $65.00
Key Terms
Agreement and Plan of Merger, restricted stock units, Per Share Price, Effective Time
4 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 5,594 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.
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 Air Lease (AL) CFO Gregory B. Willis report in this Form 4?
Gregory B. Willis reported disposing of 68,923 shares of Air Lease Class A common stock at $65.00 per share. This resulted from a merger transaction in which all outstanding shares were cancelled and converted into the right to receive cash consideration.
What happened to Gregory B. Willis’s restricted stock units in Air Lease (AL)?
The 5,594 unvested restricted stock units held by Gregory B. Willis were cancelled and converted into cash awards equal to $65.00 times the number of units. These converted cash awards continue to follow the same vesting terms and conditions as the original RSUs before the merger.
Was Gregory B. Willis’s Air Lease (AL) disposition an open-market sale?
No, the Form 4 uses transaction code D, indicating a disposition to the issuer, not an open-market sale. The shares were cancelled and converted to cash at $65.00 per share as part of the merger structure rather than sold on the open market.
AI-generated analysis. How Rhea-AI works. Not financial advice.
