SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Conver Timothy E

(Last)

(First)

(Middle)

C/O AEROVIRONMENT, INC.

900 INNOVATORS WAY

(Street)

SIMI VALLEY

93065

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AeroVironment Inc [ AVAV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/17/2019		G⁽¹⁾	V	80,000⁽¹⁾	D	$0⁽¹⁾	1,088,701	I	See Footnote⁽²⁾
Common Stock	12/17/2019		G⁽³⁾	V	80,000⁽³⁾	A	$0⁽³⁾	80,000⁽⁴⁾	I	See Footnote⁽⁵⁾
Common Stock	12/17/2019		S		6,896⁽⁶⁾	D	$62.57⁽⁷⁾	1,081,805	I	See Footnote⁽²⁾
Common Stock	12/18/2019		S		6,896⁽⁶⁾	D	$62.85⁽⁸⁾	1,074,909	I	See Footnote⁽²⁾
Common Stock								56,032	D
Common Stock								330,000⁽⁹⁾	I	See Footnote⁽¹⁰⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The transaction is a bona fide gift of 80,000 shares of Common Stock, for no consideration, by The Conver Family Trust to Sgt. Kay Foundation, a Washington nonprofit corporation.

2. Held by The Conver Family Trust, of which Mr. Conver is one of the trustees. Mr. Conver disclaims beneficial ownership of any securities in which he does not have a pecuniary interest.

3. The transaction is the receipt of 80,000 shares of Common Stock, for no consideration, in the transfer referenced in Footnote 1.

4. The reporting person's spouse is a director of Sgt. Kay Foundation and consequently may be deemed to have sole voting control and investment discretion over securities owned by Sgt. Kay Foundation. The foregoing should not be construed in and of itself as an admission by the reporting person as to the beneficial ownership of the securities owned by Sgt. Kay Foundation.

5. The reporting person's spouse is a director of Sgt. Kay Foundation and consequently may be deemed to have sole voting control and investment discretion over securities owned by Sgt. Kay Foundation. The reporting person has no voting or dispositive power with respect to the gifted shares and disclaims beneficial ownership of the reported securities held by Sgt. Kay Foundation.

6. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Conver, as Trustee of The Conver Family Trust on December 8, 2018.

7. The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $61.91 - $63.28. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

8. The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $62.58 - $63.05. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

9. The reporting person is the manager of C5 Holdings LLC, a Delaware limited liability company, and consequently may be deemed to have sole voting control and investment discretion over securities owned by C5 Holdings LLC. The foregoing should not be construed in and of itself as an admission by the reporting person as to the beneficial ownership of the securities owned by C5 Holdings LLC.

10. The reporting person is the manager of C5 Holdings LLC and consequently may be deemed to have sole voting control and investment discretion over securities owned by C5 Holdings LLC. The reporting person disclaims beneficial ownership of the reported securities held by such LLC except to the extent of his pecuniary interest therein.

	/s/ Kasey Hannah, Attorney-in-Fact	12/19/2019
	** Signature of Reporting Person	Date
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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