ACY Aerocentury Corp

Under the Securities Exchange Act of 1934
(Amendment No.     )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

2

Item 1. Security and the Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to shares of common stock, par value $0.001 per share (the “Common Stock”) of AeroCentury Corp., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 1440 Chapin Avenue, Suite 310, Burlingame, California 94010.

Item 2. Identity and Background

(a)                                 This Schedule 13D is filed by and on behalf of Lee G. Beaumont (the “Reporting Person”).  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, the beneficial owner of any securities covered by this Schedule 13D.

(b)                                 The address of the Reporting Person is 2090 Centro Street, East, Tiburon, California 94920.

(c)                                  The principal occupation of the Reporting Person is as President and Chief Executive Officer of BeauTech Power Systems, LLC, a Texas limited liability company of which the Reporting Person owns 51% of the outstanding equity (“BeauTech”).  The principal business address of BeauTech is 6900 N. Dallas Parkway, Suite 625, Plano, Texas 75024.

(d)                                 During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)                                  During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)                                   The Reporting Person is a citizen of the United States of America.

Item 3. Source and Amount of Funds or other Consideration

The Reporting Person expended an aggregate of approximately $2,145,700 to acquire 150,000 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

The Reporting Person acquired shares of Common Stock of the Issuer because it believes that the Common Stock of the Issuer is currently undervalued. The Reporting Person initially acquired the shares of Common Stock of the Issuer for investment purposes. Recently, however, following general discussions with the Chief Executive Officer of the Issuer, the Reporting Person began exploring strategic alternatives that may be available to the Issuer and ultimately decided to make a proposal to the Issuer. Accordingly, on December 5, 2014, the Reporting Person sent a letter (the “Letter”) to the Board of Directors of the Issuer (the “Board”) outlining the proposed terms of a transaction between the Issuer and BeauTech. Pursuant to the Letter, BeauTech proposes to enter into a merger agreement with the Issuer to exchange all of the outstanding Common Stock of the Issuer for $12.50 per share in cash, which price represents a premium of approximately 50% to the closing price of the Issuer’s stock on December 3, 2014. The consummation of the merger would be contingent upon (i) the satisfactory completion of customary due diligence, (ii) the negotiation of definitive merger documentation, (iii) the termination of the Issuer’s management agreement with Jetfleet Management Corporation, (iv) receipt of all necessary consents from banks, lessees, etc., and (v) the approval by the Board and the shareholders of the Issuer. The Reporting Person’s proposal under the Letter will remain in force until December 15, 2014. The foregoing is qualified in its entirety by reference to the Letter, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

3

Furthermore, the Reporting Person intends from time to time to review its investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for shares of Common Stock of the Issuer in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Person will take such actions in the future as the Reporting Person may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of Common Stock of the Issuer or disposal of some or all of the shares of Common Stock of the Issuer currently owned by the Reporting Person or otherwise acquired by the Reporting Person, either in the open market or in privately negotiated transactions.

In addition, the Reporting Person may engage in communications with one or more shareholders, officers or directors of the Issuer, including discussions regarding the Issuer’s operations and strategic direction and ideas that, if effected, could result in, among other things: (a) the acquisition by the Reporting Person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above.

Except to the extent that the foregoing may be deemed to be a plan or proposal, the Reporting Person currently has no plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider its position, change its purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.

Item 5. Interest in Securities of the Issuer

(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.

(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.

4

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:

(d)                                 Not applicable.

(e)                                  Not applicable.

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

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

The following exhibits are filed as exhibits hereto:

5

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.

6

EXHIBIT INDEX

7

Exhibit 99.1

LEE G. BEAUMONT

2090 Centro Street, East

Tiburon, California 94920

(415) 889-5198

December 5, 2014

The Board of Directors of

AeroCentury Corp.

1440 Chapin Avenue, Suite 310

Burlingame, California 94010

Lady and Gentlemen,

My name is Lee Beaumont and I have been a significant shareholder of AeroCentury Corp. (hereinafter referred to as “AeroCentury”) for over two years with a current shareholding of approximately 9.5% of AeroCentury’s outstanding shares.  I am also a 51% owner of the outstanding equity of BeauTech Power Systems, LLC (hereinafter referred to as “BPS”), a limited liability company organized in the state of Texas for the purpose of leasing and trading regional airline aircraft and gas turbine engines.  BPS has strategically focused on the leasing of regional airline engines to AAA credit regional airlines, authorized engine maintenance repair and overhaul organizations (MRO’s) and engine OEMS.  I have spent my entire 34-year career in finance, aviation maintenance, and aircraft / aircraft engine leasing and trading (Appendix A).  I am writing to propose a transaction between AeroCentury and BPS that will allow AeroCentury’s shareholders to unlock the value of their shareholdings in a way that is not available to them today.

Background For The Proposed Transaction

AeroCentury’s stock price has traded for several years at a substantial discount to book value. The AeroCentury share price hit a two year low of $8.05 per share at the close of business on November 26, 2014 (Appendix B) following AeroCentury’s release of its results of operations for the third quarter of 2014 in which it reported that it was required to write down F100’s that had been off lease for extended periods of time.  AeroCentury’s stock price performance is particularly disheartening given that the broad market, and more specifically the airline industry, has never enjoyed a more prosperous period (Appendix C).

Although AeroCentury’s recent financial difficulties are partially attributable to specific aircraft models recently losing favor and value in the marketplace,

AeroCentury’s stock price has also suffered due to AeroCentury having record high levels of aircraft and engines off-lease for extended periods of time.

AeroCentury’s recent measures to update its flagging portfolio with the addition of three Q-400 aircraft, four CRJ700 series aircraft and an ATR42-600 aircraft are not likely to generate sufficient value to change the downward trend in AeroCentury’s stock price.  In this period of rising interest rates and dropping oil prices future, AeroCentury earnings will be under pressure with increased interest costs and turboprop portfolios losing favor and value.  Accordingly, I believe that in the absence of fundamental changes in AeroCentury’s business and engine portfolio, AeroCentury’s stock price will remain at or below its current levels.

Even if AeroCentury were able to significantly retool its business model, AeroCentury’s shareholders are also unlikely to be able to unlock the value of their AeroCentury equity because of the low volume of trading activity that has persisted for many years.  In addition to the complex suite of anti-takeover mechanisms (e.g., poison pill, staggered board structure and advance notice Bylaw provisions) that would deter most potential acquirers, AeroCentury’s management agreement with Jetfleet Management Corporation (the “JMC Agreement”) contains a termination fee that cannot be waived by the AeroCentury Board and, if triggered, would exceed AeroCentury’s current market capitalization.  Because no acquirer would be willing to acquire AeroCentury with the JMC Agreement in place, AeroCentury has not been able to attract an acquisition offer and, as a result, its shareholders have not been able to realize the value of their AeroCentury stock.

PROPOSED ACQUISITION STRUCTURE

BPS proposes to enter into a merger agreement with AeroCentury pursuant to which all of the outstanding stock of AeroCentury would be exchanged for $12.50 per share in cash, which price represents a premium of approximately 50% to the closing price of AeroCentury’s stock on December 3, 2014.  The proposed transaction would be contingent upon the following:

1.              Satisfactory completion of customary due diligence.

2.              Negotiation of definitive merger documentation.

3.              Termination of the JMC Agreement on mutually agreeable terms.

4.              Receipt of all necessary consents from banks, lessees, etc.

5.              Approval by AeroCentury’s Board and shareholders.

BPS anticipates no difficulties in financing the acquisition and therefore the definitive merger documentation is not likely to have a financing condition.

2

Summary

As noted above, I have considerable experience in the aerospace / aircraft and aircraft engine leasing industry and in the operation and management of companies in this industry.  I present this proposal as a viable option for enabling the shareholders of AeroCentury to realize the value of their AeroCentury equity interests. I ask that you give this proposal due and proper consideration and I stand at the ready to further describe details of this proposed transaction.  The proposal will remain in force until December 15, 2014.

Regards,

Cc:   Bruce McNamara, Esq., Haynes and Boone, LLP

3

Appendix A

Lee G. Beaumont Biography

Lee Beaumont is currently the President and CEO of BeauTech Power Systems, LLC. From 2006 to 2008, Mr. Beaumont served as Chief Operating Officer at Willis Lease Finance Corporation (WLFC-NSDQ) in Novato, California.  There, he managed a $900 million aircraft engine lease portfolio, with complete responsibility for earnings, portfolio management, operations and return on equity.  He was also responsible for strategic planning and new business development.  From 2004 to 2006, Lee worked as an acquisition consultant at The Carlyle Group in Washington, DC, and from 1987 to 2004, he worked at Standard Aero Limited, where he served as President for four of those years.  At Standard Aero, Mr. Beaumont was responsible for $400M in sales and a staff of about 1,100.  He had complete responsibility for annual earnings, asset management and return on invested capital.  There, he was also a member of the Dunlop Standard Aerospace Group Executive Team.  During his stint at Standard Aero, he also served as Executive Director of Large Engine Product Unit, Director of Finance, and Task Force Leader.  From 1982 to 1987, Lee served as a Manager at Coopers and Lybrand in Winnipeg, Manitoba.

Mr. Beaumont received his Bachelor of Science, Pre-Masters of Science and Bachelor of Commerce from University of Manitoba.  He became a Chartered Accountant after graduating from Canadian Institute of Chartered Accountants.  He is also a graduate of the Stanford Executive Program.

Appendix B

AeroCentury Stock Price Trend

Appendix C

Airlines Industry Trends

6