AAR CORP — Director's Dealing 2014

Jun 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AAR CORP (AIR)
CIK: 0000001750
Period of Report: 2014-06-02

Reporting Person: GOODWIN JAMES E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-02	Common Stock	A	5000	—	Acquired	47544.353	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-02	Phantom Stock	$0	J	399	Disposed	2018-09-30	Common Stock (399)	Direct

Footnotes

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

F2: Various conversion/exercise prices apply.

F3: Various transaction dates apply.

F4: Includes 399 phantom shares acquired over time as dividend reinvestment on deferred compensation exempt under Rule 16a-11, pursuant to the dividend reinvestment feature of the Non-Employee Directors' Deferred Compensation Plan.

F5: Phantom stock units are payable in stock on a 1-for-1 basis or cash at the grantee's election upon retirement/termination as a director.