ACY Aerocentury Corp

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This Amendment No. 4 to Schedule 13D (this “ Amendment ”) is filed by and on behalf of the Reporting Person to amend the Schedule 13D related to common stock, par value $0.001 per share (the “ Common Stock ”) of AeroCentury Corp., a Delaware corporation (the “ Issuer ”) previously filed by the Reporting Person with the Securities and Exchange Commission (the “ Commission ”) on December 5, 2014, as amended and/or supplemented by Amendment No. 1 to the Schedule 13D filed on January 13, 2015,  Amendment No. 2 to the Schedule 13D filed on February 11, 2015 and Amendment No. 3 to the Schedule 13D filed on April 14, 2015 (as amended, the “ Schedule 13D ”) .  Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 3. Source and Amount of Funds or other Consideration

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“The Reporting Person expended an aggregate of approximately $44,097.95 to acquire 3,100 shares of Common Stock of the Issuer in various open market transactions. The Reporting Person used personal funds to acquire shares of Common Stock of the Issuer.”

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:

“On March 21, 2017, the Reporting Person entered into an Exchange Agreement (the “ Exchange Agreement ”) with the Issuer, whereunder the Issuer transferred title to an off-lease CF34-8E5 Engine (the “ Engine ”) owned by the Issuer to the Reporting Person, in exchange for 150,000 shares of Common Stock, approximately 9.6% of the outstanding shares of Common Stock.  Pursuant to the Exchange Agreement, the Reporting Person and the Issuer agreed that the value of the consideration exchanged was $2,930,000.  Pursuant to a Securities Purchase Agreement, dated March 22, 2017, between the Reporting Person and the Issuer (the “ Securities Purchase Agreement ”) entered into in conjunction with the Exchange Agreement, the Reporting Person and the Issuer agreed, among other things, that the Reporting Person and his affiliates would not acquire any securities of the Issuer for a period of five years from the date of the Securities Purchase Agreement and would refrain from taking certain other actions designed to influence or  assert control over the Issuer. The foregoing description is qualified in its entirety by reference to the Exchange Agreement and the Securities Purchase Agreement, which are attached hereto as Exhibits 99.5 and 99.6, respectively, and incorporated by reference herein.

After the closing of the Exchange Agreement, the Reporting Person discovered that an additional 6,100 shares of Common Stock were held by an IRA account of which he is the beneficiary, which were not included in the shares of Common Stock transferred under the Exchange Agreement. Accordingly, on March 30, 2017, the Reporting Person entered into a Limited Suspension of Standstill and Release Agreement (the “ Suspension Agreement ”) with the Issuer, whereunder the Reporting Person agreed to sell the remaining 6,100 shares of Common Stock beneficially owned by him during open market trading sessions up to and including the trading session occurring on April 4, 2017.  The Reporting Person and the Issuer agreed that the Reporting Person will donate all proceeds of such sales to a charity mutually agreed to by the Reporting Person and the Issuer.  The foregoing description is qualified in its entirety by reference to the Suspension Agreement, which is attached hereto as Exhibit 99.7 and incorporated by reference herein.”

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)                                  The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

The Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

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(b)                                  Number of shares as to which each Reporting Person has:

(i)                                      sole power to vote or to direct the vote:

See Item 7 on the cover page(s) hereto.

(ii)                                   shared power to vote or to direct the vote:

See Item 8 on the cover page(s) hereto.

(iii)                                sole power to dispose or to direct the disposition of:

See Item 9 on the cover page(s) hereto.

(iv)                               shared power to dispose or to direct the disposition of:

See Item 10 on the cover page(s) hereto.

As of the date hereof, the Reporting Person does not own any shares of Common Stock of the Issuer other than as set forth in this Item 5.

(c)                                   Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the Reporting Person are described below:

(1) Pursuant to the Exchange Agreement, the Reporting Person exchanged 150,000 shares of Common Stock for the Engine and the parties agreed that the value of the consideration exchanged was $2,930,000.

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(d)                                  Not applicable.

(e)                                   On March 22, 2017, the Reporting Person ceased to be the beneficial owner of more than five percent (5%) of the outstanding shares of Common Stock.”

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented as follows:

“The information set forth in Item 4 is incorporated by reference into this Item 6. Except as described herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.”

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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EXHIBIT INDEX

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