AerCap Holdings N.V. — Director's Dealing 2014

May 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AerCap Holdings N.V. (AER)
CIK: 0001378789
Period of Report: 2014-05-22

Reporting Person: Helming Keith A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-22	Ordinary Shares	J	175513	$24.63	Acquired	418974	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-22	Ordinary Share Options	$24.63	J	375000	Disposed	2017-09-13	Ordinary Shares (175513)	Direct

Footnotes

F1: 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: The Ordinary Share Options convert to Ordinary Shares at an amount equal to the product of (i) 375,000 and (ii) the excess of the Current AER Share Price over the Exercise Price ($24.63), divided by the Current AER Share Price. In the future, Mr. Helming expects to sell ordinary shares acquired from the exercise of stock options reported on this Form 4, the proceeds of which will be used to pay personal taxes payable by Mr. Helming from the exercise of options and receipt of 175,513 ordinary shares reported on this Form 4.