Item 8.01.  Other Events.

On March 4, 2014, Air Lease Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc., for themselves and on behalf of the several underwriters listed in Schedule 1 thereto (collectively, the “Underwriters”), relating to the public offering of $500.0 million aggregate principal amount of the Company’s 3.875% senior notes due 2021 (the “Notes”).

The Notes are being offered pursuant to an effective shelf registration statement (File No. 333-184382) that the Company previously filed with the Securities and Exchange Commission (the “SEC”), as supplemented by a preliminary prospectus supplement filed with the SEC on March 4, 2014, and a final prospectus supplement filed with the SEC on March 5, 2014.  The offering of the Notes is expected to close on March 11, 2014, subject to satisfaction of customary closing conditions.

The foregoing description is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.

Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.  Deutsche Bank Trust Company Americas, an affiliate of Deutsche Bank Securities Inc., one of the Underwriters, is the trustee under the indenture that will govern the Notes.  Affiliates of the Underwriters may receive a portion of the net proceeds from the offering of the Notes, to the extent the Company uses such net proceeds to repay indebtedness under which certain of the Underwriters or their affiliates are lenders.

The Company issued a press releases announcing the pricing of the Notes on March 4, 2014. A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.  The following exhibits are filed with this report:

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3

EXHIBIT INDEX

4