SEC Form SC 13D/A filed by Willis Lease Finance Corporation (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 32)

Willis Lease Finance Corporation

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(Name of Issuer)

Common Stock

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(Title of Class of Securities)

970646 10 5

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(CUSIP Number)

Charles F. Willis, IV

c/o Willis Lease Finance Corporation

4700 Lyons Technology Parkway

Coconut Creek, Florida 33073

(415) 408-4700

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(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 14, 2023

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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 statement, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The share numbers listed for voting and dispositive power as of a particular date include the number of shares into which options were exercisable or would be exercisable within 60 days of such date.

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 (the “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).

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The Schedule 13D filed with the Securities and Exchange Commission on December 11, 2000 (the “Initial 13D”) by CFW Partners, the Trust and Mr. Charles F. Willis, IV with respect to the Common Stock, par value $0.01 per share (the “Shares”), issued by Willis Lease Finance Corporation, a Delaware corporation (the “Issuer”), as amended on August 28, 2013, October 1, 2013, July 7, 2015, December 23, 2015, March 23, 2016, May 20, 2016, June 8, 2016, October 6, 2016, April 4, 2018, September 13, 2018, April 1, 2019, June 27, 2019, September 16, 2019, November 4, 2019, February 10, 2020, March 10, 2020, March 16, 2020, April 6, 2020, August 26, 2020, September 17, 2020, March 16, 2021, March 23, 2021, June 25, 2021, August 11, 2021, September 7, 2021, April 5, 2022, November 17, 2022, January 18, 2023, March 14, 2023, March 16, 2023, and March 29, 2023 (together with the Initial 13D, the “13D”), is hereby amended as set forth below. Capitalized terms not defined herein have the meanings ascribed to them in the 13D.

Item 4.

Purpose of the Transaction

Over four months after the Consortium made the initial proposal to purchase all of the publicly-held shares of the Issuer, the Consortium remains far apart in its price negotiations with the Special Committee.  On April 14, 2023, in order to avoid further management distraction and the potential impact of increasing transaction-related uncertainty on the business, the Consortium delivered a letter (the “Letter of Withdrawal”) to the Special Committee notifying the Special Committee that the Consortium was withdrawing its offer to acquire all of the publicly-held shares of the Issuer, effective immediately, and was abandoning the transaction.

 

The foregoing description of the Letter of Withdrawal does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter of Withdrawal, which is filed as Exhibit 2 hereto.

 

Except as set forth in this Item 4, the Reporting Persons do not have any plans or proposals with respect to any of the actions specified in Item 4 of the 13D.

 

Item 5 of the 13D is hereby amended to add the following:

•	CFW Partners: 2,134,148

•	Charles F. Willis, IV: 3,136,273

•	Austin C. Willis: 806,556

Charles F. Willis, IV:
Sole Voting Power			990,843
Shared Voting Power			2,145,430
Sole Dispositive Power			824,710
Shared Dispositive Power			1,979,297
Total beneficially owned			3,136,273

Item 7 is hereby amended and supplemented by adding the following exhibits as the last exhibits of Item 7 of the 13D:

SIGNATURES

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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