Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 36)*
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WILLIS LEASE FINANCE CORP (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
970646105 (CUSIP Number) |
Charles F. Willis, IV c/o Willis Lease Finance Corporation, 4700 Lyons Technology Parkway Coconut Creek, FL, 33073 (415) 408-4700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/01/2025 (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 Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 (“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).
SCHEDULE 13D
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| CUSIP No. | 970646105 |
| 1 |
Name of reporting person
CFW Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,134,148.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.83 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 970646105 |
| 1 |
Name of reporting person
WILLIS CHARLES F IV | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or plac
e of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,175,676.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41.41 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 970646105 |
| 1 |
Name of reporting person
Willis Austin Chandler | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
923,359.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.04 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share | |
| (b) | Name of Issuer:
WILLIS LEASE FINANCE CORP | |
| (c) | Address of Issuer's Principal Executive Offices:
4700 Lyons Technology Parkway, Coconut Creek,
FLORIDA
, 33073. | |
Item 1 Comment:
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, March 29, 2023, April 14, 2023, November 17, 2023, April 3, 2024, and August 28, 2024 (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 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the 13D is hereby amended to add the following: As of April 2, 2025, the Reporting Persons beneficially owned the following Shares: CFW Partners: 2,134,148 Charles F. Willis, IV: 3,175,676 Austin C. Willis: 923,359 | |
| (b) | Item 5(b) of the 13D is hereby amended to add the following: As of April 2, 2025, the Reporting Persons had the power to vote, dispose of, or direct the vote or disposition of the following Shares: CFW Partners: Sole Voting Power: 0 Shared Voting Power: 2,134,148 Sole Dispositive Power: 0 Shared Dispositive Power: 2,134,148 Total beneficially owned: 2,134,148 Charles F. Willis, IV: Sole Voting Power: 1,027,146 Shared Voting Power: 2,148,530 Sole Dispositive Power: 801,146 Shared Dispositive Power: 2,148,530 Total beneficially owned: 3,175,676 Austin C. Willis: Sole Voting Power: 276,464 Shared Voting Power: 646,895 Sole Dispositive Power: 146,224 Shared Dispositive Power: 27,992 Total beneficially owned: 923,359 | |
| (c) | Item 5(c) of the 13D is hereby amended to add the following: On March 19, 2025, Mr. Charles F. Willis, IV was granted 44,904 Shares representing unvested restricted stock awards. On April 1, 2025, the Reporting Persons were granted an aggregate 181,700 Shares representing unvested restricted stock awards, which are held by the Reporting Persons as follows: Mr. Charles F. Willis, IV was granted 115,000 Shares representing unvested restricted stock awards and Mr. Austin Chandler Willis was granted 66,700 Shares representing unvested restricted stock awards. Also on April 1, 2025, the Reporting Persons returned an aggregate 46,174 Shares to the Issuer to satisfy withholding tax liability, based on a price of $157.41 per Share, which were disposed of by the Reporting Persons as follows: Mr. Charles F. Willis, IV returned 31,534 Shares to the Issuer on such date and Mr. Austin Chandler Willis returned 14,640 Shares to the Issuer on such date. In addition, Exhibit 2 hereto sets forth descriptions of transactions with respect to the Shares effected during the past sixty days by the Reporting Persons and is incorporated herein by reference. | |
| (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 beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended and supplemented by adding the following exhibits as the last exhibit of Item 7 of the 13D: 1. Joint Filing Agreement 2. Schedule of Transactions for Item 5(c) | ||
| SIGNATURE | |
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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