AAR CORP — Director's Dealing 2011

Jun 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AAR CORP (AIR)
CIK: 0000001750
Period of Report: 2011-06-01

Reporting Person: MARTINEZ RANDY J (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-01	Common Stock	F	630	$25.78	Disposed	14370	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.