SEC Form 4 · accession 0000950157-16-002594
AerCap Holdings N.V. · AER
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wouter Marinus den Dikken
Officer — Chief Operating Officer
Period of report
Dec 15, 2016
Accepted (ET)
Dec 15, 2016 · 2:58 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001378789
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | Dec 15, 2016 | J | 46,502 | — | A | 275,549 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Share Options (Right to Buy)F2,F3 | $24.63 | Dec 15, 2016 | H | 187,500 | D | — | Sep 13, 2017 | Ordinary Shares | 187,500 | 0 | D |
Explanation of responses
- F1This 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.
- F2Conversion 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.
- F3125,000 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.