Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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).

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^*

Willis Austin Chandler

(Last)

(First)

(Middle)

4700 LYONS TECHNOLOGY PARKWAY

(Street)

COCONUT CREEK

33073

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WILLIS LEASE FINANCE CORP [ WLFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/23/2024		G	V	5,000⁽¹⁾	A	$0	20,922	I	Brother⁽²⁾
Common Stock	12/06/2024		S⁽³⁾		750	D	$196.7077⁽⁴⁾	163,482	D
Common Stock	12/06/2024		S⁽³⁾		600	D	$197.7517⁽⁵⁾	162,882	D
Common Stock	12/06/2024		S⁽³⁾		500	D	$200.465⁽⁶⁾	162,382	D
Common Stock	12/06/2024		S⁽³⁾		800	D	$202.2088⁽⁷⁾	161,582	D
Common Stock	12/06/2024		S⁽³⁾		500	D	$203.06⁽⁸⁾	161,082	D
Common Stock	12/06/2024		S⁽³⁾		300	D	$204.64	160,782	D
Common Stock								5,337	I	Son⁽⁹⁾
Common Stock								2,654	I	Austin C. Willis 2019 Irrevocable Trust⁽¹⁰⁾
Common Stock								8,692	I	CFW V 2016 Trust⁽¹¹⁾
Common Stock								232,715	I	2019 Willis Family Trust⁽¹²⁾⁽¹³⁾
Common Stock								405,488	I	CFW Partners⁽¹⁴⁾
Common Stock								5,337	I	Daughter⁽¹⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Gift of shares from Charles F. Willis IV.

2. Charles F. Willis V 2019 Trust, Austin Willis Trustee.

3. 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.

4. This transaction was executed in multiple trades at prices ranging from $196.13 to $197.04, 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 $197.16 to $198.09, 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 $200.32 to $201.045, 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 $201.59 to $202.58, 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 $202.88 to $203.57, 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. Rooster A. Willis 2019 Trust, Austin Willis Trustee.

10. Austin C. Willis 2019 Irrevocable Trust, Mary Willis Trustee.

11. Charles F. Willis V 2016 Trust, Austin Willis Trustee.

12. 2019 Willis Family Trust, Austin Willis Trustee.

13. Includes 213,415 shares having shared voting power of CFW Partners with Charles F. Willis IV.

14. Shared voting power of CFW Partners with Charles F. Willis IV.

15. Wilder Grace Willis 2019 Trust, Austin Willis Trustee.

	/s/ Austin C. Willis	12/10/2024
	** 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).
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