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^*

HEDRICK GEOFFREY S M

(Last)

(First)

(Middle)

C/O INNOVATIVE SOLUTIONS & SUPPORT, INC.

720 PENNSYLVANIA DRIVE

(Street)

EXTON

19341

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INNOVATIVE SOLUTIONS & SUPPORT INC [ ISSC ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2011

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	05/03/2011		G		20,948	D	$0.00	0	I	By Hedrick January 2009 Grantor Retained Annuity Trust for Susan Elizabeth Donnelly⁽¹⁾
Common Stock	05/03/2011		G		20,948	D	$0.00	0	I	By Hedrick January 2009 Grantor Retained Annuity Trust for Christina Ginieczki⁽²⁾
Common Stock	05/03/2011		G		41,896	D	$0.00	0	I	By Hedrick January 2009 Grantor Retained Annuity Trust for Stephanie Connolly⁽³⁾
Common Stock								3,567,083	D

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. In January 2009, the reporting person contributed 50,000 shares of Innovative Solutions and Support, Inc. Common Stock to the Hedrick January 2009 Grantor Retained Annuity Trust for Susan Elizabeth Donnelly for the benefit of himself and his child. Upon termination of the trust on May 3, 2011, 20,948 shares were transferred to the reporting person's child. The remaining 29,052 shares were distributed to the reporting person and continue to be reported in this Form 4 as directly owned.

2. In January 2009, the reporting person contributed 50,000 shares of Innovative Solutions and Support, Inc. Common Stock to the Hedrick January 2009 Grantor Retained Annuity Trust for Christina Ginieczki for the benefit of himself and his child. Upon termination of the trust on May 3, 2011, 20,948 shares were transferred to the reporting person's child. The remaining 29,052 shares were distributed to the reporting person and continue to be reported in this Form 4 as directly owned.

3. In January 2009, the reporting person contributed 100,000 shares of Innovative Solutions and Support, Inc. Common Stock to the Hedrick January 2009 Grantor Retained Annuity Trust for Stephanie Connolly for the benefit of himself and his child. Upon termination of the trust on May 3, 2011, 41,896 shares were transferred to the reporting person's child. The remaining 58,104 shares were distributed to the reporting person and continue to be reported in this Form 4 as directly owned.

	/s/ Geoffrey S. M. Hedrick	05/05/2011
	** 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).
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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