SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
 
(Amendment No. 2)
 
WILLIS LEASE FINANCE CORPORATION
(Name of Issuer)
 
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
 
970646105
(CUSIP Number)
 
December 31, 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:

  [  ] Rule 13d-1(b)
  [X] Rule 13d-1(c)
  [  ] Rule 13d-1(d)
____________________

*          The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The  information required in 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 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).

(Continued on following pages)

CUSIP NO.                          970646105
13G
Page 2 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
M3 FUNDS, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
N/A
  
6
SHARED VOTING POWER
 
0 shares of Common Stock
  
7
SOLE DISPOSITIVE POWER
 
N/A
  
8
SHARED DISPOSITIVE POWER
 
0 shares of Common Stock
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares of Common Stock
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0% of the outstanding shares of Common Stock
  
12
TYPE OF REPORTING PERSON
 
OO (Limited Liability Company)
  

CUSIP NO.                          970646105
13G
Page 3 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
M3 PARTNERS, LP
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF DELAWARE, UNITED STATES OF AMERICA
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
N/A
  
6
SHARED VOTING POWER
 
0 shares of Common Stock
  
7
SOLE DISPOSITIVE POWER
 
N/A
  
8
SHARED DISPOSITIVE POWER
 
0 shares of Common Stock
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares of Common Stock
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0% of the outstanding shares of Common Stock
  
12
TYPE OF REPORTING PERSON
 
PN (Limited Partnership)
  
 
CUSIP NO.                          970646105
13G
Page 4 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
M3F, INC.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
STATE OF UTAH, UNITED STATES OF AMERICA
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
N/A
  
6
SHARED VOTING POWER
 
0 shares of Common Stock
  
7
SOLE DISPOSITIVE POWER
 
N/A
  
8
SHARED DISPOSITIVE POWER
 
0 shares of Common Stock
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares of Common Stock
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0% of the outstanding shares of Common Stock
  
12
TYPE OF REPORTING PERSON
 
CO, IA
  
 
CUSIP NO.                          970646105
13G
Page 5 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
Jason A. Stock
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
N/A
  
6
SHARED VOTING POWER
 
0 shares of Common Stock
  
7
SOLE DISPOSITIVE POWER
 
N/A
  
8
SHARED DISPOSITIVE POWER
 
0 shares of Common Stock
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares of Common Stock
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0% of the outstanding Common Stock
  
12
TYPE OF REPORTING PERSON
 
IN
  
 
CUSIP NO.                          970646105
13G
Page 6 of 9 Pages

1
NAMES OF REPORTING PERSONS
 
William C. Waller
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [  ]
(b) [  ]
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES OF AMERICA
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
N/A
  
6
SHARED VOTING POWER
 
0 shares of Common Stock
  
7
SOLE DISPOSITIVE POWER
 
N/A
  
8
SHARED DISPOSITIVE POWER
 
0 shares of Common Stock
  
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0 shares of Common Stock
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0% of the outstanding Common Stock
  
12
TYPE OF REPORTING PERSON
 
IN
  

Item 1.
(a)
Name of Issuer:
     
   
Willis Lease Finance Corporation  (the “Issuer”)
     
 
(b)
Address of Issuer’s Principal Executive Offices:
     
   
773 San Marin Drive, Suite 2215
   
Novato, CA  94998
     
Item 2.
(a)
Name of Persons Filing:
     
   
M3 Funds, LLC
   
M3 Partners, LP
   
M3F, Inc.
   
Jason A. Stock
   
William C. Waller
     
 
(b)
Address of Principal Business Office or, if None, Residence:
     
   
For all persons filing:
     
   
10 Exchange Place, Suite 510
   
Salt Lake City, UT  84111
     
 
(c)
Citizenship:
     
   
M3 Funds, LLC is a Delaware limited liability company
   
M3 Partners, LP is a Delaware limited partnership
   
M3F, Inc. is a Utah corporation
   
Mr. Stock and Mr. Waller are United States citizens
     
 
(d)
Title of Class of Securities:
     
   
Common Stock, Par Value $0.01 Per Share
     
 
(e)
CUSIP Number:
     
   
970646105
     
Item 3.
 If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
     
  Not applicable. Filed pursuant to Rule 13d-1(c).

Item 4.
Ownership.

 
M3 Funds, LLC
M3 Partners, LP
M3F, Inc.
Jason A. Stock
William C. Waller
(a)
Amount Beneficially Owned:
0
0
0
0
0
(b)
Percent of Class:
0%
0%
0%
0%
0%
(c)
Number of Shares to Which Reporting Person Has:
      
 
(i)
Sole Voting Power:
N/A
N/A
N/A
N/A
N/A
 
(ii)
Shared Voting Power:
0
0
0
0
0
 
(iii)
Sole Dispositive Power:
N/A
N/A
N/A
N/A
N/A
 
(iv)
Shared Dispositive Power:
0
0
0
0
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. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.
Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not 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 each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 
Date:
February 8, 2017
     
 
M3 PARTNERS, LP
     
 
By:
M3 Funds, LLC, General Partner
     
 
By:
/s/ Jason A. Stock
 
Name:
Jason A. Stock
 
Title:
Manager
     
 
Date:
February 8, 2017
     
 
M3 FUNDS, LLC
     
 
By:
/s/ Jason A. Stock
 
Name:
Jason A. Stock
 
Title:
Manager
     
 
Date:
February 8, 2017
     
 
M3F, INC.
     
 
By:
/s/ Jason A. Stock
 
Name:
Jason A. Stock
 
Title:
Managing Director
     
 
Date:
February 8, 2017
     
 
/s/ Jason A. Stock
 
Jason A. Stock
     
 
Date:
February 8, 2017
   
 
/s/ William C. Waller
 
William C. Waller