AerCap Holdings N.V. — Director's Dealing 2015

Dec 14, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AerCap Holdings N.V. (AER)
CIK: 0001378789
Period of Report: 2015-12-14

Reporting Person: Scruggs Philip Gene (CCO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-14	Ordinary Shares	J	660802	—	Acquired	660802	Direct
2015-12-14	Ordinary Shares	J	6515	—	Acquired	667317	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-14	Restricted Stock Units	$	J	752070	Disposed		Ordinary Shares (752070)	Direct

Footnotes

F1: This form is filed voluntarily. As a foreign private issuer, AerCap Holdings N.V. is exempted from Section 16 of the Exchange Act by Rule 3a12-3.

F2: Conversion of Restricted Stock Units ("RSUs") into Restricted Stock on a 1-to-1 basis. The converted shares of Restricted Stock are subject to performance criteria and vesting conditions with a risk of forfeiture identical to the RSUs. Part of the Restricted Stock was withheld by AerCap Holdings N.V. to pay taxes incurred by Mr. Scruggs in connection with the conversion.

F3: Grant of Restricted Stock pursuant to AerCap Holdings N.V. 2012 Employees and Officers Equity Incentive Plan. Part of the Restricted Stock was withheld by AerCap Holdings N.V. to pay taxes incurred by Mr. Scruggs in connection with the grant.