INTRODUCTORY STATEMENT
This Amendment No. 21 (
Amendment No.
21
) 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
), Amendment No. 14 thereto filed on September 24, 2018 (
Amendment No.
14
), Amendment No. 15 thereto filed on October 3, 2018
(
Amendment No.
15
). Amendment No. 16 thereto filed on October 10, 2018 (
Amendment No.
16
), Amendment No. 17 thereto filed on December 17, 2018
(
Amendment No.
17
), Amendment No. 18 thereto filed on December 27, 2018 (
Amendment No.
18
), Amendment No. 19 thereto filed on March 7, 2019
(
Amendment No.
19
) and Amendment No. 20 thereto filed on March 21, 2019 (
Amendment No.
20
) (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, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20 and this Amendment No. 21 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. 21 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. 13, Waha Capital entered into Rule
10b5-1
sales plans (the
Collar Confirmation Sales Plans
) with each September 2014 Funded Collar Counterparty and such September 2014 Funded Collar Counterpartys broker-dealer affiliate
relating to the excess of the return obligation of the September 2014 Funded Collar Counterparty with respect to rehypothecated September 2014 Collared Shares over Waha Capitals delivery obligation, in each case, in respect of the applicable
expired options, pursuant to the terms of the September 2014 Funded Collar Confirmation with such September 2014 Funded Collar Counterparty.
From the date of the most recent amendment to this Schedule 13D through May 29, 2019, the Reporting Persons disposed of 1,217,208
Ordinary Shares pursuant to the settlement of the September 2014 Funded Collar Confirmations and 261,912 Ordinary Shares pursuant to the Collar Confirmation Sales Plans with respect to the September 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.