AAR CORP — Director's Dealing 2011

Jul 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AAR CORP (AIR)
CIK: 0000001750
Period of Report: 2011-07-11

Reporting Person: Poulton Richard J. (Vice President-CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-11	Common Stock	A	7059	—	Acquired	86371.0015	Direct
2011-07-11	Common Stock	A	9412	—	Acquired	95783.0015	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-11	Stock Option	$29.65	A	14118	Acquired	2021-07-11	Common Stock (14118)	Direct

Footnotes

F1: Award of stock pursuant to a Restricted Stock Agreement in a transaction exempt under Rule 16b-3. The stock vests 50% on May 31, 2015 and 50% on May 31, 2016.

F2: 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 period beginning June 1, 2011 and ending May 31, 2014, subject to earlier acceleration based on the performance of the Company's common stock.

F3: Grantee may elect to pay the exercise price of the option or any tax withholding obligation 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.

F4: The option vests in five equal installments beginning July 11, 2012.