AerCap Holdings N.V. — Director's Dealing 2013

Feb 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AerCap Holdings N.V. (AER)
CIK: 0001378789
Period of Report: 2013-02-25

Reporting Person: Kelly Aengus (Chief Executive Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$	2016-03-31	Ordinary Shares (300000)	846988	Direct

Footnotes

F1: On March 22, 2012, AerCap granted 300,000 RSUs pursuant to AerCap Holdings N.V. 2006 Equity Incentive Plan. We are filing this form solely to update the vesting date of the RSUs for the previously-granted RSUs. This form is filed voluntarily. As a foreign private issuer, AerCap is exempted from Section 16 of the Exchange Act by Rule 3a12-3.

F2: Each Restricted Stock Unit ("RSU") will convert (i) on a 1-for-1 basis into ordinary shares of the issuer upon vesting, (ii) into the cash equivalent, or (iii) into a combination of items (i) and (ii).

F3: 150,000 RSUs will now vest on March 31, 2016. The remaining 150,000 RSUs will now vest on March 31, 2016, subject to performance goals.