FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

UDVAR-HAZY STEVEN F
2. Issuer Name and Ticker or Trading Symbol

AIR LEASE CORP [ AL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Chairman
(Last)          (First)          (Middle)

AIR LEASE CORPORATION,, 2000 AVENUE OF THE STARS, SUITE 1000N
3. Date of Earliest Transaction (MM/DD/YYYY)

11/11/2016
(Street)

LOS ANGELES, CA 90067
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Air Lease Corporation -Class A Common Stock   8/12/2016     G   V 3000   D $0   847475   D    
Air Lease Corporation - Class A Common Stock   11/11/2016     M    1000   (1) A $20.00   848475   D    
Air Lease Corporation - Class A Common Stock                  1209558   I   See footnote   (2)
Air Lease Corporation - Class A Common Stock   8/12/2016     G   V 100   A $0   27800   I   See footnote   (3)
Air Lease Corporation Class A Common Stock   8/12/2016     G   V 100   A $0   10600   I   See footnote   (4)
Air Lease Corporation - Class A Common Stock   8/12/2016     G   V 100   A $0   13100   I   See footnote   (4)
Air Lease Corporation- Class A Common Stock   8/12/2016     G   V 100   A $0   18100   I   See footnote   (5)
Air Lease Corporation -Class A Common Stock   8/12/2016     G   V 100   A $0   10600   I   See footnote   (5)
Air Lease Corporation - Class A Common Stock                  328889   I   See footnote   (6)
Air Lease Corporation - Class A Common Stock                  101667   I   See footnote   (7)
Air Lease Corporation - Class A Common Stock                  35925   I   See footnote   (8)
Air Lease Corporation - Class A Common Stock                  2700000   I   See footnote   (9)
Air Lease Corporation - Class A Common Stock   8/12/2016     G   V 100   A $0   100   I   See footnote   (10)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $20.00   11/11/2016     M         1000    6/4/2011   (11) 6/4/2020   Class A Common Stock   1000   $0   1737500   D    

Explanation of Responses:
( 1)  Represents the shares of the Issuer's Class A Common Stock issued to the reporting person upon the exercise of 1,000 incentive stock options granted under the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan.
( 2)  These shares are held by the Udvar-Hazy Separate Property Trust, of which the reporting person is the trustee.
( 3)  These shares are owned by the reporting person's wife. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
( 4)  These shares are owned by one of the reporting person's daughters. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
( 5)  These shares are owned by one of the reporting person's sons. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
( 6)  These shares are held by Air Intercontinental, Inc., of which the reporting person is the sole stockholder and one of three directors.
( 7)  These shares are held by Ocean Equities, Inc. A trust, of which the reporting person is the trustee, is the sole stockholder of Ocean Equities, Inc. The reporting person is also one of three directors of Ocean Equities, Inc.
( 8)  These shares are held by Emerald Financial LLC. A trust, of which the reporting person is the trustee, controls a majority of the membership interests of Emerald Financial LLC. Additionally, the reporting person is one of three managers of Emerald Financial LLC.
( 9)  These shares are held by the Hazy Family Community Trust 5/28/85, of which the reporting person is the trustee
( 10)  These shares are held by the reporting person as custodian for his grandson under the California Uniform Transfers to Minors Act. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.
( 11)  Employee stock options granted under the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan, which vested in three equal annual installments beginning on June 4, 2011.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
UDVAR-HAZY STEVEN F
AIR LEASE CORPORATION,
2000 AVENUE OF THE STARS, SUITE 1000N
LOS ANGELES, CA 90067
X
Executive Chairman

Signatures
Carol H. Forsyte, on behalf of Steven F. Udvar-Hazy, Executive Chairman of the Board of Directors (Power of Attorney On File) 11/15/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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