Statement of Changes in Beneficial Ownership (4)
February 18 2020 - 4:37PM
Edgar (US Regulatory)
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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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
INGLESE MICHAEL |
2. Issuer Name and Ticker or Trading Symbol
Aircastle LTD
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AYR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
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(Last)
(First)
(Middle)
C/O AIRCASTLE ADVISOR LLC, 201 TRESSER BLVD, 4TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/14/2020 |
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(Street)
STAMFORD, CT 06901
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Shares | 2/14/2020 | | A | | 5864 (1)(2) | A | $0 | 577536 | D | |
| Common Shares | 2/14/2020 | | A | | 5709 (3) | A | $0 | 583245 | D | |
| Common Shares | 2/14/2020 | | F | | 3702 (4) | D | $32.22 (5) | 579543 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Explanation of Responses: |
| (1) | Represents vested performance share units ("PSUs") which were granted under the Amended and Restated Aircastle Limited 2014 Omnibus Incentive Plan (the "Plan") and converted into common shares on a one-for-one basis effective February 14, 2020. |
| (2) | The reporting person was granted the PSUs on March 21, 2017. |
| (3) | The reporting person was granted the PSUs on June 9, 2017. |
| (4) | Represents common shares repurchased by the Company pursuant to an irrevocable election made by the reporting person under the award agreement, with the proceeds of such repurchase being applied to the reporting person's federal and state tax obligations arising from the vesting of 11,573 PSUs granted under the Plan. |
| (5) | The number of common shares withheld is based on the closing price on February 13, 2020, the last trading day preceding the date such shares were withheld, as provided in the Plan. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
INGLESE MICHAEL
C/O AIRCASTLE ADVISOR LLC
201 TRESSER BLVD, 4TH FLOOR
STAMFORD, CT 06901 |
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| Chief Executive Officer |
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Signatures
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| /s/ Michael Inglese | | 2/18/2020 |
| **Signature of Reporting Person | Date |
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