ASML Holding N.V. — Major Shareholding Notification 2010

Feb 8, 2010

SC 13G/A 1 a10-3275_1sc13ga.htm SC 13G/A

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

*Under the Securities Exchange Act of 1934 (Amendment No. 11)**

*ASML Holding N.V.*

(Name of Issuer)

*American Depository Receipt*

(Title of Class of Securities)

*N07059186*

(CUSIP Number)

*December 31, 2009*

(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.*

SEC 1745 (3-06)

SEQ.=1,FOLIO='',FILE='C:\JMS\105938\10-3275-1\task3912055\3275-1-ba.htm',USER='105938',CD='Feb 8 03:49 2010'

CUSIP No. N07059186 — 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)
	(b)
3.	SEC Use Only
4.	Citizenship or Place of
Organization 225 South Lake Ave., #400, Pasadena, CA 91101
Number of Shares Beneficially by Owned by Each Reporting Person With:	5.	Sole Voting Power 7,315,849
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 22,332,954
	8.	Shared Dispositive Power 0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person 22,332,954
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class
Represented by Amount in Row (9) 5.17%
12.	Type of Reporting Person
(See Instructions) IA

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\105938\10-3275-1\task3912055\3275-1-ba.htm',USER='105938',CD='Feb 8 03:49 2010'

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 N07059186
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).

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\105938\10-3275-1\task3912055\3275-1-ba.htm',USER='105938',CD='Feb 8 03:49 2010'

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: 22,332,954.
	(b)	Percent of class: 5.17%.
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote 7,315,849.
		(ii)	Shared power to vote or to
direct the vote 0.
		(iii)	Sole power to dispose or
to direct the disposition of 22,332,954.
		(iv)	Shared power to dispose or
to direct the disposition of 0.
	Instruction. For computations regarding securities which represent
a right to acquire an underlying security see §240. 13d-3(d)(1).
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 . Instruction: Dissolution of a
group requires a response to this item.
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
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.

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\105938\10-3275-1\task3912055\3275-1-ba.htm',USER='105938',CD='Feb 8 03:49 2010'

| Item 10. |
| --- |
| (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. |

*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.

| February 5,
2010 |
| --- |
| Date |
| /s/ Karen Chen |
| Signature |
| 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.

Intentional misstatements or
omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\105938\10-3275-1\task3912055\3275-1-ba.htm',USER='105938',CD='Feb 8 03:49 2010'