UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2021

(Exact name of issuing entity as specified in its charter)

Central Index Key number: 0001880433

(Exact name of depositor/registrant as specified in its charter)

Central Index Key number: 0001126530

(Exact name of sponsor as specified in its charter)

Central Index Key number: 0001541188

(Exact name of co-registrant as specified in its charter)

Central Index Key number: 0001126525

Registrant’s telephone number, including area code: (201) 307-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

On or about September 15, 2021, BMW Auto Leasing LLC (“BMW LLC”) will transfer a special unit of beneficial interest in certain vehicle leases and the related leased vehicles (the “SUBI”) to BMW Vehicle Lease Trust 2021-2 (the “Trust”).  The Trust will grant a security interest in the SUBI to U.S. Bank National Association, and issue: (i) Class A-1 Asset-Backed Notes in the aggregate original principal amount of $200,000,000; (ii) Class A-2 Asset-Backed Notes in the aggregate original principal amount of $462,500,000; (iii) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $462,500,000 and (iv) Class A-4 Asset-Backed Notes in the aggregate original principal amount of $125,000,000 (collectively, the “Notes”).  This Current Report on Form 8-K is being filed to file executed copies of the Underwriting Agreement and Depositor Certification and forms of the Indenture, 2021-2 SUBI Servicing Supplement, Vehicle Trust Supplement, SUBI Certificate Transfer Agreement, Issuer SUBI Certificate Transfer Agreement, Amended and Restated Trust Agreement, Issuer Administration Agreement,  Back-Up Security Agreement, Asset Representations Review Agreement and Control Agreement (as listed below) to be executed in connection with the issuance of the Notes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Dated: September 10, 2021