3 (a)

(b)

SEC USE ONLY

(c)

(d)

(e)

(f)

(g)

Title of the

Class of

Securities To Be Sold

Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker  who is Acquiring the Securities

Broker-Dealer

Number of Shares

or Other Units

To Be Sold

(See instr. 3(c))

Aggregate

Market

Value

(See instr. 3(d))

Number of Shares

or Other Units

Outstanding

(See instr. 3(e))

Approximate

Date of Sale

(See instr. 3(f))

(MO.  DAY  YR.)

Name of Each

Securities

Exchange

(See instr. 3(g))

Wells Fargo Advisors

$945,864.00²

197,411,207

NYSE

INSTRUCTIONS:

 

 

 

 

1.

(a)

Name of issuer

 

3.

(a)

Title of the class of securities to be sold

 

(b)

Issuer's I.R.S. Identification Number

 

 

(b)

Name and address of each broker through whom the securities are intended to be sold

 

(c)

Issuer's S.E.C. file number, if any

 

 

(c)

Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

 

(d)

Issuer's address, including zip code

 

 

(d)

Aggregate market value of the securities to be sold as of a specified date within 10 days prior to filing of this notice

 

(e)

Issuer's telephone number, including area code

 

 

(e)

Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer

 

 

 

 

 

(f)

Approximate date on which the securities are to be sold

2.

(a)

Name of person for whose account the securities are to be sold

 

 

(g)

Name of each securities exchange, if any, on which the securities are intended to be sold

 

(b)

Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)

 

 

 

 

 

(c)

Such person's address, including zip code

 

 

 

 

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1147 (08-07)

1

The proceeds from the anticipated sale of the 22,650 ordinary shares that are the subject of this filing are for personal taxes payable by K. Helming from equity awards vested during 2014 and 2015.

2

Aggregate Market Value of shares calculated based on a closing share price of $41.76 on September 14, 2015.

Title of

the Class

Date you

Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired

(If gift, also give date donor acquired)

Amount of

Securities Acquired

Date of

Payment

Nature of Payment

Ordinary Shares

5/22/2014

Vesting of Restricted Stock Unit

AerCap Holdings N.V.

175,513

5/22/2014

Cashless

INSTRUCTIONS:

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of

Securities Sold

Gross Proceeds

 

 

INSTRUCTIONS:

ATTENTION:

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

DATE OF NOTICE

(SIGNATURE)

DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1

The notice shall be signed by the person for whose account the securities are to be sold. At least one

copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.

ATTENTION:  Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)