SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Holmes John McClain III

(Last)

(First)

(Middle)

1100 N. WOOD DALE ROAD

(Street)

WOOD DALE

60191

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/17/2012

3. Issuer Name and Ticker or Trading Symbol
AAR CORP [ AIR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	42,438	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option	06/01/2008	06/01/2017	Common Stock	4,000	$33.44	D
Stock Option	06/01/2009⁽²⁾	06/01/2018	Common Stock	2,000	$19.28	D
Stock Option	07/13/2010⁽³⁾	07/13/2019	Common Stock	2,500	$15.1	D
Stock Option	07/11/2011⁽⁴⁾	07/11/2020	Common Stock	6,667	$17.27	D
Stock Option	07/16/2013⁽⁵⁾	07/16/2022	Common Stock	25,000	$12.9	D

Explanation of Responses:

1. 42,000 shares of the initial balance consists of the following awards of stock pursuant to Restricted Stock Agreements in transactions exempt under Rule 16b-3: 6,000 shares granted 5/11/2007; 5,280 shares granted 5/31/2009; 10,720 shares granted 4/23/2010; 5,000 shares granted 7/12/2010; 10,000 shares granted 7/11/2011; and 5,000 shares granted 7/15/2011.

2. The option vests in 20% increments starting on 6/1/09.

3. The option vests in three equal installments starting 7/13/10.

4. The option vests in three equal installments starting on 7/12/11.

5. The option vests in 20% increments starting 7/16/2013.

	/s/ Jo-Ellen Kiddie, Power of Attorney	07/25/2012
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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