Sec Form 4 Filing - den Dikken Wouter Marinus @ AerCap Holdings N.V. - 2016-12-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person den Dikken Wouter Marinus 2. Issuer Name and Ticker or Trading Symbol AerCap Holdings N.V. [ AER] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) AERCAP HOUSE, 65 ST. STEPHEN'S GREEN 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2016 (Street) DUBLIN, L22 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares ( 1 ) 12/15/2016 J 46,502 A 275,549 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Ordinary Share Options (Right to Buy) ( 2 ) $ 24.63 12/15/2016 H 187,500 ( 3 ) 09/13/2017 Ordinary Shares 187,500 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other den Dikken Wouter Marinus AERCAP HOUSE 65 ST. STEPHEN'S GREEN DUBLIN, L22 Chief Operating Officer Signatures /s/ Wouter Marinus den Dikken 12/15/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This form is filed voluntarily. As a foreign private issuer, AerCap Holdings N.V. is exempted from Section 16 of the Exchange Act by Rule 3a12-3. ( 2 )Conversion of fully vested options in exchange for a number of ordinary shares of the issuer in accordance with the Stock Option Conversion Agreement dated December 15, 2016. The options listed in Table II converted into ordinary shares of the issuer with the number of ordinary shares determined by reference to the excess of the value of an ordinary share on the last trading day prior to the date of such conversion over the applicable exercise price. The Company's payroll tax withholding obligations were met by the retention of a number of ordinary shares with a value equal to the associated wage taxes and social security, resulting in a net issuance of 46,502 ordinary shares. ( 3 )125,000 of these options became vested in four equal annual installments beginning on September 13, 2008, and the remaining 62,500 of these options vested in two equal installments on each of December 31, 2010 and December 31, 2011.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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