AAR CORP — Director's Dealing 2010

Jul 14, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AAR CORP (AIR)
CIK: 0000001750
Period of Report: 2010-07-12

Reporting Person: SHARP MICHAEL J (VP, Controller & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-12	Common Stock	A	4583	—	Acquired	21778	Direct
2010-07-12	Common Stock	A	6110	—	Acquired	27888	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-12	Stock Option	$17.27	A	9165	Acquired	2020-07-11	Common Stock (9165)	Direct

Footnotes

F1: Award of stock pursuant to Restricted Stock Agreement in transaction exempt under Rule 16b-3.

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 on 7/12/11.

F4: Award of stock 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.