13D Filing: Marubeni Corp’s Stake in Aircastle Ltd (AYR) Flies to 27.50%

Page 5 of 6 SEC Filing


Explanatory Statement

This Amendment No. 17 (Amendment No. 17) amends and supplements the statement on Schedule 13D filed by Marubeni Corporation
(Marubeni) on June 17, 2013, as amended by Amendments Nos. 1 through 16 filed jointly by Marubeni, Marubeni Aviation Corporation (MAC) and Marubeni Aviation Holding Coöperatief U.A. (MHC and together with
Marubeni and MAC, the Reporting Persons). The Schedule 13D, as so amended (the Schedule 13D), relates to the common shares, par value $0.01 per share (the Common Shares), of Aircastle Limited, a Bermuda exempted
company (the Issuer). Unless otherwise indicated, each capitalized term used but not defined herein has the meaning assigned to such term in the Schedule 13D.

This Amendment No. 17 is being filed jointly by the Reporting Persons.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby supplemented by the addition of
the following:

From February 18, 2016 through February 22, 2016, MHC purchased an aggregate of 374,763 Common Shares pursuant to the
Stock Purchase Plan between Marubeni Aviation Holding Coöperatief U.A. and Citigroup Global Markets Inc., dated February 17, 2016 (the 2016 Purchase Plan). Details of these purchases are set forth on Exhibit 7.19 and are
incorporated herein by reference. After giving effect to these purchases, MHC owns an aggregate of 21,605,347 Common Shares. Based on the 78,564,901 Common Shares reported to be outstanding in the Issuers Annual Report on Form 10-K filed with
the Securities and Exchange Commission on February 11, 2016, the number of Common Shares beneficially owned by the Reporting Persons as of February 22, 2016 represents approximately 27.50% of the Common Shares outstanding.

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

Item 6 is hereby supplemented by the addition of the following:

On February 22, 2016, the 2016 Purchase Plan automatically terminated by its terms as a result of the completion of the maximum permitted
purchase amount as set forth in the 2016 Purchase Plan. The termination was required under the terms of the 2016 Purchase Plan and occurred solely because the automatic termination provision was triggered.

Item 7. Material To Be Filed as Exhibits.

Item 7 is hereby amended to add the following:

Exhibit
Number
Description of Exhibit
Exhibit 7.19 Purchases of Common Shares.

– 5 –

Follow Aircastle Ltd (NYSE:AYR)