| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
|
AerCap Holdings N.V. | |
| (Name of Issuer) | |
|
Ordinary Shares, EUR 0.01 nominal value | |
| (Title of Class of Securities) | |
|
N00985106 | |
| (CUSIP Number) | |
|
December 31, 2014 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ý | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 6 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. N00985106 | 13G | Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON JANA PARTNERS LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 11,091,307 | ||
| 6 |
SHARED VOTING POWER -0- | |||
| 7 |
SOLE DISPOSITIVE POWER 11,091,307 | |||
| 8 |
SHARED DISPOSITIVE POWER -0- | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,091,307 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2% | |||
| 12 |
TYPE OF REPORTING PERSON IA | |||
| CUSIP No. N00985106 | 13G | Page 3 of 6 Pages |
| Item 1(a). | NAME OF ISSUER |
| AerCap Holdings N.V. |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
| Stationsplein 965, 1117 CE Schiphol Airport, The Netherlands |
| Item 2(a). | NAME OF PERSON FILING |
| JANA Partners LLC | |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
|
767 Fifth Avenue, 8th Floor New York, NY 10153 |
| Item 2(c). | CITIZENSHIP |
| This Statement is filed by JANA Partners LLC, a Delaware limited liability company. JANA Partners LLC is a private money management firm which holds the Ordinary Shares of the Issuer in various accounts under its management and control. The principal owner of JANA Partners LLC, Barry Rosenstein, is a U.S. citizen. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Ordinary Shares, par value EUR 0.01 nominal value. |
| Item 2(e). | CUSIP NUMBER |
| N00985106 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | ý | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| CUSIP No. N00985106 | 13G | Page 4 of 6 Pages |
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
| |
| (i) | ¨ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
| |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________ | ||
| Item 4. | OWNERSHIP | |
| (a) | Amount beneficially owned: 11,091,307 | |
| (b) | Percent of Class: 5.2% | |
| (c) | Number of shares as to which JANA Partners LLC has: | |
| (i) Sole power to vote or to direct the vote: 11,091,307 | ||
| (ii) Shared power to vote or to direct the vote: 0 | ||
| (iii) Sole power to dispose or to direct the disposition: 11,091,307 | ||
| (iv) Shared power to dispose or to direct the disposition of: 0 |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| Not applicable. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| Not applicable. |
| CUSIP No. N00985106 | 13G | Page 5 of 6 Pages |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. |
| Item 10. | CERTIFICATION |
| The Reporting Person hereby makes the following certification: | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. N00985106 | 13G | Page 6 of 6 Pages |
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.
DATE: February 17, 2015
| JANA PARTNERS LLC | |||
| /s/ Jennifer Fanjiang | |||
| Name: | Jennifer Fanjiang | ||
| Title: | General Counsel | ||