SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 5)*
Ryanair Holdings plc
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(Name of Issuer)
Ordinary Shares, par value 1.27 Euro cents
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(Title of Class of Securities)
SEDOL No. 0038227
(CUSIP Number)
December 31, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
* 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).
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SEDOL No. 0038227
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael O'Leary
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Irish
5 SOLE VOTING POWER
NUMBER OF 41,000,008
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH - 0 -
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
41,000,008
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,000,008
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Ryanair Holdings plc
Item 1(b). Address of Issuer's Principal Executive Offices:
Ryanair Holdings plc
Corporate Head Office
Dublin Airport
County Dublin
Ireland
Item 2(a). Name of Person Filing:
This Amendment No. 5 amends the statement on Schedule 13G filed by
Michael O'Leary on February 17, 1998, as amended by Amendment No. 1 filed on
March 1, 1999, Amendment No. 2 filed on July 6, 1999, Amendment No. 3 filed on
February 15, 2001, and Amendment No. 4 filed on February 13, 2002.
Item 2(b). Address of Principal Office, or, if none, Residence:
Gigginstown
Mullingar
County Westmeath
Ireland
Item 2(c). Citizenship:
Irish
Item 2(d). Title of Class of Securities:
Ordinary Shares, par value 1.27 Euro cents (the "Ordinary
Shares").
Item 2(e). SEDOL Number:
0038227
The Ordinary Shares are also sold in the form of American
Depositary Shares ("ADSs"), each ADS representing five Ordinary Shares. The ADSs
are evidenced by American Depositary Receipts which are traded on the Nasdaq
National Market of the Nasdaq Stock Market, Inc. and have a CUSIP Number of
78351310.
Item 3. If this statement is filed pursuant to Rule 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
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Exchange Act.
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(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) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box [ ]
Item 4. Ownership.
(a) Amount Beneficially Owned as of December 31, 2001: 41,000,008
(b) Percent of Class: 5.4%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 41,000,008
(ii) shared power to vote or to direct the vote: none
(iii) sole power to dispose or to direct the disposition of:
41,000,008
(iv) shared power to dispose or to direct the disposition of: none
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
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 SecurityBeing Reported on by the Parent
Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
Signature.
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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: February 12, 2004
By: /S/ MICHAEL O'LEARY
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Name: Michael O'Leary