UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 21)

 

 

AERCAP HOLDINGS N.V.

(Name of Issuer)

Ordinary Shares, EUR 0.01 Nominal Value

(Title of Class of Securities)

N00985106

(CUSIP Number)

Michael Raynes

Waha AC Coöperatief U.A.

Teleportboulevard 140

1043 EJ Amsterdam

The Netherlands

+971 2 667 7343

Chakib Aabouche

Waha Capital PJSC

Level 43, Tower 3,

Etihad Towers, P.O. Box 28922,

Abu Dhabi, United Arab Emirates

+971 2 403 9311

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of filing persons)

May 29, 2019

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

 

CUSIP No. N00985106

 

1.		Names of reporting persons   Waha AC Coöperatief U.A.
2.		Check the appropriate box if a member of a group   (a)  ☐        (b)  ☐
3.		SEC use only
4.		Source of funds   AF, WC
5.		Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ☐
6.		Citizenship or place of organization   The Netherlands
Number of shares beneficially owned by each reporting person with:				7.		Sole voting power   0
				8.		Shared voting power   12,660,611
				9.		Sole dispositive power   0
				10.		Shared dispositive power   12,660,611
11.		Aggregate amount beneficially owned by each reporting person   12,660,611
12.		Check if the aggregate amount in Row (11) excludes certain shares    ☐
13.		Percent of class represented by amount in Row (11)   9.07%*
14.		Type of reporting person   OO

 

*	Based on the 139,597,805 Ordinary Shares that the Issuer reported in its Report of Foreign Private Issuer on Form 6-K filed on May 1, 2019 were issued and outstanding as of March 31, 2019.

CUSIP No. N00985106

 

1.		Names of reporting persons   Waha Capital PJSC
2.		Check the appropriate box if a member of a group   (a)  ☐        (b)  ☐
3.		SEC use only
4.		Source of funds   AF
5.		Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ☐
6.		Citizenship or place of organization   Abu Dhabi, United Arab Emirates
Number of shares beneficially owned by each reporting person with:				7.		Sole voting power   0
				8.		Shared voting power   12,660,611
				9.		Sole dispositive power   0
				10.		Shared dispositive power   12,660,611
11.		Aggregate amount beneficially owned by each reporting person   12,660,611
12.		Check if the aggregate amount in Row (11) excludes certain shares    ☐
13.		Percent of class represented by amount in Row (11)   9.07%*
14.		Type of reporting person   CO

 

*	Based on the 139,597,805 Ordinary Shares that the Issuer reported in its Report of Foreign Private Issuer on Form 6-K filed on May 1, 2019 were issued and outstanding as of March 31, 2019.

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 Counterparty’s 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 Capital’s 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.

Date		Ordinary Shares Returned to September 2014 Funded Collar Counterparties				Ordinary Shares Disposed of Under Collar Confirmation Sales Plans				Average Price per Ordinary  Share Disposed of Under Collar Confirmation Sales Plans1
May 15, 2019			118,180				—				—
May 16, 2019			116,983				31,820				USD50.4585
May 17, 2019			118,496				33,017				USD49.8641
May 20, 2019			119,246				31,504				USD49.5303
May 21, 2019			117,693				30,754				USD50.1910
May 22, 2019			119,866				32,307				USD49.2031
May 23, 2019			124,790				30,134				USD47.3436
May 24, 2019			125,424				25,210				USD47.1028
May 28, 2019			127,410				24,576				USD46.3714
May 29, 2019			129,120				22,590				USD45.7416

The Reporting Persons are the beneficial owners of 12,660,611 Ordinary Shares of the Issuer. That number of shares represents 9.07% of the aggregate of 139,597,805 Ordinary Shares that the Reporting Persons understand to be issued and outstanding based on the number of Ordinary Shares that the Issuer reported were issued and outstanding as of March 31, 2019 in its Report of Foreign Private Issuer on Form 6-K filed on May 1, 2019.

 

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby amended and supplemented by the incorporation by reference of the information provided above in the response to Item 5.

 

 

1	The average price per Ordinary Share indicated reflects those shares sold in the open market pursuant to the Collar Confirmation Sales Plans.

SIGNATURES

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.

Dated: June 3, 2019