Chief Executive Officer Willis Austin Chandler was granted 7,772 shares and sold $716,613 worth of shares (3,450 units at $207.71), increasing direct ownership by 3% to 164,934 units (SEC Form 4)
$WLFC
Industrial Specialties
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WILLIS LEASE FINANCE CORP [ WLFC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/02/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Common Stock | 01/02/2025 | A | 7,772(1) | A | $212.96 | 168,384 | D | |||
| Common Stock | 01/02/2025 | S(2) | 124 | D | $202.1983(3) | 168,260 | D | |||
| Common Stock | 01/02/2025 | S(2) | 393 | D | $203.3848(4) | 167,867 | D | |||
| Common Stock | 01/02/2025 | S(2) | 300 | D | $204.6233(5) | 167,567 | D | |||
| Common Stock | 01/02/2025 | S(2) | 294 | D | $205.6383(6) | 167,273 | D | |||
| Common Stock | 01/02/2025 | S(2) | 346 | D | $206.7884(7) | 166,927 | D | |||
| Common Stock | 01/02/2025 | S(2) | 598 | D | $208.0592(8) | 166,329 | D | |||
| Common Stock | 01/02/2025 | S(2) | 150 | D | $209.1428(9) | 166,179 | D | |||
| Common Stock | 01/02/2025 | S(2) | 836 | D | $209.9777(10) | 165,343 | D | |||
| Common Stock | 01/02/2025 | S(2) | 112 | D | $211.2692(11) | 165,231 | D | |||
| Common Stock | 01/02/2025 | S(2) | 222 | D | $212.5721(12) | 165,009 | D | |||
| Common Stock | 01/02/2025 | S(2) | 75 | D | $213.75 | 164,934 | D | |||
| Common Stock | 5,422 | I | Son(13) | |||||||
| Common Stock | 5,422 | I | Daughter(14) | |||||||
| Common Stock | 20,922 | I | Brother(15) | |||||||
| Common Stock | 2,654 | I | Austin C. Willis 2019 Irrevocable Trust(16) | |||||||
| Common Stock | 8,692 | I | CFW V 2016 Trust(17) | |||||||
| Common Stock | 232,715 | I | 2019 Willis Family Trust(18)(19) | |||||||
| Common Stock | 405,488 | I | CFW Partners(20) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Performance-based Restricted Stock Award | (21) | 01/02/2025 | A | 11,658 | (21) | (21) | Common Stock | 11,658 | $212.96 | 11,658 | D | ||||
| Explanation of Responses: |
| 1. Restrictive Stock Grant vesting over three years. |
| 2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 5, 2024. |
| 3. This transaction was executed in multiple trades at prices ranging from $202.01 to $ 203.00, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) of this Form 4. |
| 4. This transaction was executed in multiple trades at prices ranging from $203.01 to $ 203.905, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) of this Form 4. |
| 5. This transaction was executed in multiple trades at prices ranging from $204.105 to $ 205.01, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (5) of this Form 4. |
| 6. This transaction was executed in multiple trades at prices ranging from $205.20 to $ 206.12, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (6) of this Form 4. |
| 7. This transaction was executed in multiple trades at prices ranging from $206.33 to $ 207.30, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (7) of this Form 4. |
| 8. This transaction was executed in multiple trades at prices ranging from $207.665 to $ 208.63, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (8) of this Form 4. |
| 9. This transaction was executed in multiple trades at prices ranging from $208.67 to $ 209.62, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (9) of this Form 4. |
| 10. This transaction was executed in multiple trades at prices ranging from $209.69 to $ 210.495, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (10) of this Form 4. |
| 11. This transaction was executed in multiple trades at prices ranging from $210.84 to $ 211.395, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (11) of this Form 4. |
| 12. This transaction was executed in multiple trades at prices ranging from $212.43 to $ 213.00, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (12) of this Form 4. |
| 13. Rooster A. Willis 2019 Trust, Austin Willis Trustee. |
| 14. Wilder Grace Willis 2019 Trust, Austin Willis Trustee. |
| 15. Charles F. Willis V 2019 Trust, Austin Willis Trustee. |
| 16. Austin C. Willis 2019 Irrevocable Trust, Mary Willis Trustee. |
| 17. Charles F. Willis V 2016 Trust, Austin Willis Trustee. |
| 18. 2019 Willis Family Trust, Austin Willis Trustee. |
| 19. Includes 213,415 shares having shared voting power of CFW Partners with Charles F. Willis IV. |
| 20. Shared voting power of CFW Partners with Charles F. Willis IV. |
| 21. Grant of performance-based restricted stock award ("PSA") subject to performance-based and time-based vesting over two years. Performance-based vesting criteria include a combination of profitability of the Issuer's services businesses, growth of the Issuer's leasing portfolio and the viability of the Issuer's Sustainable Aviation Fuel initiative. Each PSA represents a contingent right to receive one share of the Issuer's common stock to the extent the performance-based criteria is met. Reported amount assumes 100% performance-based vesting, but actual number of PSAs earned may be 25% more or less than the reported amount, depending on the extent to which the performance-based vesting criteria are met or not met. |
| /s/ Austin C. Willis | 01/06/2025 | |
| ** 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 Number. | ||