Aircastle (AYR)

 

The following is a summary of transactions by us involving sales of our securities that were not registered under the Securities Act during the last three years preceding the date of this Annual Report on Form 10-K.

 

Sale of Common Shares

 

On April 28, 2006, we issued 200,000 of our common shares to Peter V. Ueberroth and Virginia Ueberroth, as trustees of the Ueberroth Family Trust, for an aggregate offering price of $1,000,000. No underwriters were involved in this sale of securities. The securities described in this paragraph were issued to a U.S. investor in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder relating to sales by an issuer not involving any public offering, to the extent an exemption from such registration was required. The purchaser of our common shares described above represented to us in connection with their purchase that they were an accredited investor and were acquiring the shares for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The purchaser received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. The sales of these securities were made without general solicitation or advertising.

 

Stock Option Grants and Grants of Restricted Common Shares

 

From time to time, we have issued restricted common shares to our employees under our 2005 Equity and Incentive Compensation Plan. A portion of the grants of restricted common shares set forth below was exempt from registration under Section 701 of the Securities Act because they were made under written compensatory plans or agreements and the remainder were exempt under Section 4(2) of the Securities Act.

 

 

 

The following is a summary of transactions by us involving sales
of our securities that were not registered under the Securities
Act during the last three years preceding the date of this
Annual Report on
Form 10-K.

 

Sale of
Common Shares

 

On April 28, 2006, we issued 200,000 of our common shares
to Peter V. Ueberroth and Virginia Ueberroth, as trustees of the
Ueberroth Family Trust, for an aggregate offering price of
$1,000,000. No underwriters were involved in this sale of
securities. The securities described in this paragraph were
issued to a U.S. investor in reliance upon the exemption
from the registration requirements of the Securities Act, as set
forth in Section 4(2) under the Securities Act and
Rule 506 of Regulation D promulgated thereunder
relating to sales by an issuer not involving any public
offering, to the extent an exemption from such registration was
required. The purchaser of our common shares described above
represented to us in connection with their purchase that they
were an accredited investor and were acquiring the shares for
investment and not distribution, that they could bear the risks
of the investment and could hold the securities for an
indefinite period of time. The purchaser received written
disclosures that the securities had not been registered under
the Securities Act and that any resale must be made pursuant to
a registration or an available exemption from such registration.
The sales of these securities were made without general
solicitation or advertising.

 

Stock
Option Grants and Grants of Restricted Common Shares

 

From time to time, we have issued restricted common shares to
our employees under our 2005 Equity and Incentive Compensation
Plan. A portion of the grants of restricted common shares set
forth below was exempt from registration under Section 701
of the Securities Act because they were made under written
compensatory plans or agreements and the remainder were exempt
under Section 4(2) of the Securities Act.