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

May 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AerCap Holdings N.V. (AER)
CIK: 0001378789
Period of Report: 2014-05-14

Reporting Person: Scruggs Philip Gene (Chief Commercial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-14	Restricted Stock Unit	$	J	742000	Acquired		Ordinary Shares (742000)	Direct

Footnotes

F1: Each Restricted Stock Unit ("RSU") represents a right to receive, upon settlement, either (i) a number of Shares equal to the number of vested RSUs that become payable upon the applicable payment date; (ii) the cash equivalent of such number of Shares; or (iii) a combination of items (i) and (ii). 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: Grant of RSUs pursuant to AerCap Holdings N.V. 2012 Employees and Officers Equity Incentive Plan.

F3: 247,309 of the RSUs will vest on 05/31/2018. A certain percentage of the remaining 494,691 RSUs will vest on 05/31/2018 subject to certain performance goals.