Filing Details

UNITED STATES SECURITIES AND EXCHANGECOMMISSION Washington D.C. 20549 SCHEDULE 13GA Under the Securities Exchange Act 1934 (Amendment No.5) Willis Lease Finance Corp. ------------------------ (Name of Issuer) COMMON ------ (Title of Class of Securities) 970646105 --------- (CUSIP Number) Calendar Year 2016 -------- (Date of Event Which Requires Filing of this Statement) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: [X] RULE 13D-1(b) [ ] RULE 13D-1(c) -------------------------------------------------------- 1. Names of Reporting Persons I.R.S. Identification No. of above person RUTABAGA CAPITAL MANAGEMENT I.R.S. Identification No.: 04-3451870 -------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[ ] -------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------- 4. Citizenship or Place of Organization Massachusetts -------------------------------------------------------- 5. Sole Voting Power NUMBER OF 171815 SHARES BENEFICIALLY OWNED BY 6. Shared Voting Power EACH 73587 REPORTING PERSON WITH 7. Sole Dispositive Power 245402 8. Shared Dispositive Power 0 -------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 245402

Item 3. IF THIS STATEMENT IS BEING FILED PURSUANT TO RULE 13d-1(b), or 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act(15 U.S.C 780); (b) [ ] Bank as defined in Section 3(a)(6) of the Act(15 U.S.C 78c); (c) [ ] insurance company as defined in Section 3(a)(19) of the Act(15 U.S.C 78c); (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940(15 U.S.C. 80a-8); (e) [X] An investment adviser in accordance with section 240.13d-1(b)(I)(ii)(E) (f) [ ] An employee benefit plan or endowment fund in accordance with 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in in Section 3(b) of the Federal Deposit Insurance Act(12 U.S.C 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section3(c)(14) of the Investment Company Act of 1940(15 U.S.C. 80a-3); (j) [ ] Group, in accordance with 13d-1(b)(1)(ii)(J) If this statement is filed pursuant to 13d-1(c), check this box. [ ] Item 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 245402 ---------- (b) Percent of class: 3.78% ------------------------------- (c) Number of Shares as to which person has: (i) Sole power to vote or direct the vote: 171815 -------- (ii) Shared power to vote or to direct the vote: 73587 -------- (iii) Sole power to dispose or to direct the disposition of: 245402 --------- (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS 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 [X] Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable Item 7. IDENTIFIACTION AND CLASSIFICATION OF THE SUBSIDIARY WHICH AQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP. Not Applicable Item 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable Item 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred above were not acquired or held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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: February 15, 2017 Rutabaga Capital Management By: /s/ Dana Cohen ------------------------- Dana Cohen, Principal