INTRODUCTORY STATEMENT
This Amendment No. 15 (
Amendment No.
15
) amends and supplements the statement on Schedule 13D filed
by Waha AC Coöperatief U.A. (the
Stockholder
) and Waha Capital PJSC on November 22, 2010 (the
Original Schedule 13D
), as amended by Amendment No. 1 thereto, filed on December 16, 2013
(
Amendment No.
1
), Amendment No. 2 thereto, filed on June 16, 2014 (
Amendment No.
2
), Amendment No. 3 thereto, filed on September 4, 2014
(
Amendment No.
3
), Amendment No. 4 thereto, filed on December 3, 2014 (
Amendment No.
4
), Amendment No. 5 thereto, filed on April 8, 2015
(
Amendment No.
5
), Amendment No. 6 thereto, filed on December 16, 2015 (
Amendment No.
6
), Amendment No. 7 thereto, filed on January 13, 2016
(
Amendment No.
7
), Amendment No. 8 thereto, filed on January 20, 2016 (
Amendment No.
8
), Amendment No. 9 thereto, filed on August 23, 2016
(
Amendment No.
9
), Amendment No. 10 thereto, filed on November 25, 2016 (
Amendment No.
10
), Amendment No. 11 thereto filed on February 7, 2018
(
Amendment No.
11
), Amendment No. 12 thereto filed on February 22, 2018 (
Amendment No.
12
), Amendment No. 13 thereto filed on March 19, 2018
(
Amendment No.
13
) and Amendment No. 14 thereto filed on September 24, 2018 (
Amendment No.
14
) (the Original Schedule 13D, as amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12,
Amendment No. 13, Amendment No. 14 and this Amendment No. 15 is collectively referred to herein as the
Schedule
13D
) relating to the ordinary shares, nominal value EUR0.01 per share (the
Ordinary Shares
) of AerCap Holdings N.V., a Netherlands public limited liability company (the
Issuer
). This Amendment No. 15 amends the Schedule 13D as specifically set forth herein.
ITEM 4.
|
PURPOSE OF TRANSACTION
|
Item 4 of the Schedule 13D is hereby amended and supplemented by the incorporation by reference of the information provided below in the
response to Item 5.
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
Item 5 of the Schedule 13D is hereby further amended and supplemented by adding to the final paragraph thereof the following information
As previously described in Amendment No. 3 and Amendment No. 10, the Stockholders entered into funded collar confirmations (the
September 2014 Funded Collar Confirmations
) with each of Deutsche Bank AG, London Branch (
DB
), UBS AG, London Branch (
UBS
), Nomura International plc (
Nomura
) and Citibank
N.A., London Branch (
Citi
, and together with DB, UBS and Nomura, the
September 2014 Funded Collar Counterparties
) that relate in the aggregate to 14,923,306 Ordinary Shares (the
September 2014 Collared
Shares
).
As previously described in Amendment No. 4, Amendment No. 9, Amendment No. 10 and Amendment
No. 12, the Stockholders entered into funded collar confirmations (the
December 2014 Funded Collar Confirmations
and together with the September 2014 Funded Collar Confirmations, the
Funded Collar
Confirmations
) with each of DB, UBS and Citi (
Citi
, and together with DB and UBS, the
December 2014 Funded Collar Counterparties
and together with the September 2014 Funded Collar Counterparties, the
Funded Collar Counterparties
) that relate in the aggregate to 11,923,305 Ordinary Shares (the
December 2014 Collared Shares
and together with the September 2014 Collared Shares, the
Collared
Shares
). As previously described in Amendment No. 12, certain of the December 2014 Funded Collar Confirmations have expired and the remaining options granted relate in the aggregate to 7,948,870 December 2014 Collared Shares.
As previously described in Amendment No. 13, Waha Capital entered into Rule
10b5-1
sales plans
(the
Collar Confirmation Sales Plans
) with each Funded Collar Counterparty and such Funded Collar Counterpartys broker-dealer affiliate relating to the excess of the return obligation of the Funded Collar Counterparty with
respect to rehypothecated Collared Shares over Waha Capitals delivery obligation, in each case, in respect of the applicable expired options, pursuant to the terms of the Funded Collar Confirmation or Funded Collar Confirmations with such
Funded Collar Counterparty.
From the date of the most recent amendment to this Schedule 13D through October 1, 2018, the Reporting
Persons disposed of 1,000,862 Ordinary Shares pursuant to the settlement of the December 2014 Funded Collar Confirmations and 588,638 Ordinary Shares pursuant to the Collar Confirmation Sales Plans with respect to the December 2014 Funded Collar
Confirmations in a series of open market transactions. Details by date, listing the number of Ordinary Shares disposed of and the average price per share are provided below. The Reporting Persons undertake to provide, upon request by the staff of
the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for this transaction.