AL Air Lease Corporation

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

AIR LEASE CORPORATION

(Name of Issuer)

CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

00912X302

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1 (b)

☐ Rule 13d-1 (c)

☒ Rule 13d-1 (d)

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).

CUSIP No. 00912X302

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SCHEDULE 13G

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N, Los Angeles, California 90067

Steven F. Udvar-Házy

c/o Air Lease Corporation, 2000 Avenue of the Stars, Suite 1000N, Los Angeles, California 90067

United States of America

This statement on Schedule 13G (the “Schedule 13G”) relates to the Issuer’s Class A Common Stock, $0.01 par value per share (“Class A Common Stock”).

00912X302

Not Applicable.

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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Mr. Udvar-Házy may be deemed to beneficially own an aggregate of 5,710,703 shares of Class A Common Stock. Such aggregate share amount consists of (i) 1,171,298 shares of Class A Common Stock held directly by Mr. Udvar-Házy; (ii) 329,350 shares of Class A Common Stock held directly by Air Intercontinental, Inc.; (iii) 102,000 shares of Class A Common Stock held directly by Ocean Equities, Inc.; (iv) 36,000 shares of Class A Common Stock held directly by Emerald Financial LLC; (v) 2,705,000 shares of Class A Common Stock held directly by the Házy Family Community Property Trust 5/28/85, of which Mr. Udvar-Házy is the trustee and has sole voting and investment power; (vi) 1,205,558 shares of Class A Common Stock held directly by the Udvar-Házy Separate Property Trust, of which Mr. Udvar-Házy is the trustee and has sole voting and investment power; (vii) 112,795 shares of Class A Common Stock held directly in the aggregate by Mr. Udvar-Házy’s wife and children; (viii) 9,400 shares of Class A Common Stock held by Mr. Udvar-Hazy as custodian for his grandchildren under the Uniform Transfers to Minors Act; and (ix) 39,302 shares of Class A Common Stock underlying restricted stock units that vest within 60 days of December 31, 2022. Mr. Udvar-Házy has sole voting and investment power with respect to the shares held by Air Intercontinental, Inc., of which he is the sole stockholder and one of three directors. The remaining directors, his wife and one of his sons, disclaim beneficial ownership of the shares held by Air Intercontinental, Inc, except to the extent of their respective pecuniary interests therein. Mr. Udvar-Házy has sole voting and investment power with respect to the shares held by Ocean Equities, Inc. A trust of which Mr. Udvar-Házy is the trustee is the sole stockholder of Ocean Equities, Inc., and Mr. Udvar-Házy is one of three directors. The remaining directors, his wife and one of his sons, disclaim beneficial ownership of the shares held by Ocean Equities, Inc, except to the extent of their respective pecuniary interests therein. Mr. Udvar-Házy has sole voting and investment power with respect to the shares of Class A Common Stock held by Emerald Financial LLC. Mr. Udvar-Házy is one of three managers of Emerald Financial LLC, together with his wife and one of his daughters. His wife and his daughter each disclaim beneficial ownership of the shares held by Emerald Financial LLC, except to the extent of their respective pecuniary interests therein. Pursuant to Rule 13d-4 under the Act, this Schedule 13G shall not be construed as an admission that Mr. Udvar-Házy is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of the shares of Class A Common Stock held by his wife and children.

See Item 11 of the Cover Page for Mr. Udvar-Házy.

See Item 5 of the Cover Page for Mr. Udvar-Házy.

See Item 6 of the Cover Page for Mr. Udvar-Házy.

See Item 7 of the Cover Page for Mr. Udvar-Házy.

See Item 8 of the Cover Page for Mr. Udvar-Házy.

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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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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.

Dated this 13th day of January, 2023.

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