Sec Form 13D Filing - WILLIS CHARLES F IV filing for WILLIS LEASE FINANCE CORP (WLFC) - 2020-08-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 19)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

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).

August 24, 2020

CUSIP No. 970646 10 5

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August 24, 2020

CUSIP No. 970646 10 5

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August 24, 2020

CUSIP No. 970646 10 5

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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, and April 6, 2020 (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

Item 4 of the 13D is hereby amended to add the following:

On August 24, 2020, Charles F. Willis, IV, for himself and as general partner of CFW Partners, L.P., and Austin C. Willis, as the Trustee of the Willis Family 2019 Trust, entered into an Assignment and Assumption Agreement (the “2020 Assignment Agreement”), pursuant to which Charles F. Willis, IV assigned to the Willis Family 2019 Trust a ten percent (10%) limited partnership interest in CFW Partners, L.P.  As trustee of the Willis Family 2019 Trust, Austin C. Willis shares the right to vote the Shares represented by the Willis Family 2019 Trust’s 10% interest in CFW Partners, L.P. with Charles F. Willis, IV, general partner of CFW Partners, L.P.  Such 10% interest represents approximately 213,415 Shares.

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. Interest in Securities of the Issuer

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

(a) As of August 24, 2020, the Reporting Persons beneficially owned the following Shares:

·                  Austin C. Willis: 747,191

·                  Charles F. Willis, IV: 3,048,730

·                  CFW Partners: 2,134,148

(b) As of August 24, 2020, the Reporting Persons had the power to vote, dispose of or direct the vote or disposition of the following Shares:

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(c)  The response to Item 4 is incorporated by reference herein.  In addition to the assignment of interest described in Item 4, the following table sets forth a description of transactions with respect to the Shares effected during the past 60 days by the Reporting Persons:

(1) Gift of shares from Charles F. Willis to Charles F. Willis V 2019 Trust, Austin Willis Trustee.

(2) Gift of shares from Charles F. Willis to Justin Y. Brown 2019 Trust, Austin Willis Trustee.

(3) Gift of shares from Charles F. Willis to Phoebe W. Brown 2019 Trust, Austin Willis Trustee.

(4) Gift of shares from Charles F. Willis to Wilder Grace Willis 2019 Trust, Austin Willis Trustee.

(5) Gift of shares from Charles F. Willis to Rooster A. Willis 2019 Trust, Austin Willis Trustee.

(6) Gift of shares from Charles F. Willis to Charlotte Montressor Willis, spouse of Charles F. Willis.

(7) Shares sold pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 18, 2020.

(8) This transaction was executed in multiple trades at prices ranging from $23.01 to $23.70. The price report above reflects the weighted average sale price.

(9) This transaction was executed in multiple trades at prices ranging from $22.20 to $22.57. The price report above reflects the weighted average sale price.

(d) No person(s) other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of the Issuer beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the 13D is hereby amended to add the following:

The response to Item 4 is incorporated by reference herein.

Item 7.   Materials to be Filed as Exhibits

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

1.              Joint Filing Agreement

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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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EXHIBIT 1

JOINT FILING AGREEMENT

Agreement among CFW Partners, L.P., a Delaware limited partnership, Charles F. Willis, IV and Austin Chandler Willis, whereby, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, each of the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D with respect to the equity securities of Willis Lease Finance Corporation and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement in counterpart as of this 26th day of August 2020.