AAR CORP — Director's Dealing 2010

Jul 15, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AAR CORP (AIR)
CIK: 0000001750
Period of Report: 2010-07-13

Reporting Person: MARTINEZ RANDY J (Group Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$15.10	2019-07-12	Common Stock (5000)		Direct
Stock Option	$17.27	2020-07-11	Common Stock (20000)		Direct

Footnotes

F1: The 15,000 share initial balance consists of the following awards of stock pursuant to Restricted Stock Agreements in transactions exempt under Rule 16b-3:

 3,300 shares granted 5/31/2009
 6,700 shares granted 4/23/2010

It also includes an award of 5,000 shares on 7/12/10 pursuant to a Performance Restricted Stock Agreement in a transaction exempt under Rule 16b-3. The stock award is conditioned upon the Company meeting a cumulative net income performance goal target for the three-year performance period beginning June 1, 2010 and ending May 31, 2013, subject to earlier acceleration based on the performance of the Company's common stock.

F2: Grantee may elect to pay the exercise price of the option or any tax liability in connection therewith by directing the Company to withhold a portion of the shares otherwise distributable to the grantee upon exercise or by transferring to the Company previously acquired shares valued at their fair market value on such taxable date.

F3: The option vests in three equal installments beginning 7/13/10.

F4: The option vests in three equal installments beginning on 7/12/11.