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): October 28, 2016
 
 
AEROCENTURY CORP.
(Exact name of Registrant as specified in its charter)

 
                                     Delaware
                               94-3263974
                                             (State of Incorporation)
           (I.R.S. Employer Identification No.)
 
000-1036848
(Commission File Number)
 
1440 Chapin Avenue, Suite 310
Burlingame, CA 94010
(Address of principal executive offices including Zip Code)

650-340-1888
(Registrant's telephone number, including area code)

Not applicable
(Former name and former address, if changed since last report)

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 (see General Instruction A.2. below):

 ☐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 theExchange Act (17 CFR 240.13e-4(c)


Item 8.01 Other Events
 
 
The Company regrets to report that on October 26, 2016, it learned that Thomas W. Orr, a member of the Company's Board of Directors since 1998, and the Chair of its Audit Committee,  passed away on October 19, 2016.
 
On October 28, 2016, upon recommendation of the Audit Committee, the full Board of Directors appointed current Audit Committee member Roy E. Hahn as the Chair of the Audit Committee to replace Mr. Orr.
 
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, thereto duly authorized.
 
Date:  November 1, 2016
 
AEROCENTURY CORP.
.
By: /s/ Toni M. Perazzo
Toni M. Perazzo
Sr. Vice President & Chief Financial Officer