ASML Holding N.V. — Major Shareholding Notification 2007

Mar 8, 2007

SC 13G/A 1 a07-7561_3sc13ga.htm SC 13G/A

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
Washington,
D.C. 20549	Expires: February 28, 2009
SCHEDULE 13G	Estimated average burden hours per response. . 10.4

*Under the Securities Exchange Act of 1934 (Amendment No. 8)**

*ASML Holding N.V.*

(Name of Issuer)

*American Depository Receipt*

(Title of Class of Securities)

*N07059111*

(CUSIP Number)

*February 28, 2007*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x	Rule 13d-1(b)
o	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

*Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.*

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| CUSIP No. N07059111 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) PRIMECAP Management Company 95-3868081 | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization 225 South Lake Ave., #400, Pasadena, CA 91101 | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 7,883,800 |
| | 6. | Shared Voting Power 0 |
| | 7. | Sole Dispositive Power 26,144,100 |
| | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 26,144,100 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) 5.39% | |
| 12. | Type of Reporting Person
(See Instructions) IA | |

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Item 1.	(a)	Name of Issuer ASML Holding N.V.
	(b)	Address of Issuer’s
Principal Executive Offices De Run 6501, 5504 DR Veldhoven, Netherlands
Item 2.
	(a)	Name of Person Filing PRIMECAP Management Company
	(b)	Address of Principal
Business Office or, if none, Residence 225 South Lake Ave., #400, Pasadena, CA 91101
	(c)	Citizenship U.S.A.
	(d)	Title of Class of
Securities American Depository Receipt
	(e)	CUSIP Number N07059111
Item 3.	If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
	(a)	o	Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8).
	(e)	x	An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
	(i)	o	A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with
§240.13d-1(b)(1)(ii)(J).

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Item 4.	Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
	(a)	Amount beneficially
owned: 26,144,100
	(b)	Percent of class: 5.39%
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote 7,883,800
		(ii)	Shared power to vote or to
direct the vote 0
		(iii)	Sole power to dispose or
to direct the disposition of 26,144,100
		(iv)	Shared power to dispose or
to direct the disposition of 0
Item 5.	Ownership of Five Percent
or Less of a Class
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following o .
Item 6.	Ownership of More than
Five Percent on Behalf of Another Person
If any other person is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest
relates to more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
Item 7.	Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person
If a parent holding company has filed this schedule,
pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
Item 8.	Identification and
Classification of Members of the Group
If a group has filed this schedule pursuant to
§240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the
group.
Item 9.	Notice of Dissolution of
Group
Notice of dissolution of a group may be furnished as
an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity. See Item 5.
Item 10.	Certification
(a) The following
certification shall be included if the statement is filed pursuant to
§240.13d-1(b): By signing below I
certify that, to the best of my knowledge and belief, the securities referred
to above were acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect. (b) The following
certification shall be included if the statement is filed pursuant to
§240.13d-1(c): By signing below I
certify that, to the best of my knowledge and belief, the securities referred
to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.

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*Signature*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

March 7, 2007
Date
/s/ Karen Chen
Signature
/s/ Karen Chen, CCO
Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

*Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)*

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