AAR CORP — Major Shareholding Notification 2012

May 10, 2012

SC 13G/A 1 c69589_sc13ga.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AAR Corp.
(Name
of Issuer)
Common Stock
(Title
of Class of Securities)
000361105
(CUSIP
Number)
April 30, 2012
(Date
of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x	Rule 13d-1(b)
o	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 000361105 — 1.	Names of Reporting Persons
	Lord, Abbett & Co. LLC
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
3.	SEC Use Only
4.	Citizenship or Place of
Organization
	Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power
			1,443,455
		6.	Shared Voting Power
			0
		7.	Sole Dispositive Power
			1,657,405
		8.	Shared Dispositive Power
			0
9.	Aggregate Amount
Beneficially Owned by Each Reporting Person
	1,657,405
10.	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o N/A
11.	Percent of Class
Represented by Amount in Row (9)
	4.11%
12.	Type of Reporting Person
(See Instructions)
	IA

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Item 1.	(a)	Name of Issuer
		AAR Corp.
	(b)	Address of Issuer’s
Principal Executive Offices
		One AAR Place
		1100 N. Wood Dale Road
		Wood Dale, Illinois 60191
Item 2.
	(a)	Name of Person Filing
		Lord, Abbett & Co. LLC
	(b)	Address of Principal
Business Office or, if none, Residence
		90 Hudson Street
		Jersey City, NJ 07302.
	(c)	Citizenship
		See No. 4 on page 2.
	(d)	Title of Class of
Securities
		See cover page.
	(e)	CUSIP Number
		See cover page.
Item 3.	If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
	(a)	o	Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
	(e)	x	An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
	(i)	o	A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	A non-U.S. institution in
accordance with § 240.13d–1(b)(1)(ii)(J);
	(k)	o	Group, in accordance with
§ 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with § 240.13d–1(b)(1)(ii)(J),
please specify the type of institution:____

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Item 4.	Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:
		See No. 9 on page 2.
	(b)	Percent of class:
		See No. 11 on page 2.
	(c)	Number of shares as to
which the person has:
		(i)	Sole power to vote or to
direct the vote
			See No. 5 on page 2.
		(ii)	Shared power to vote or to
direct the vote
			See No. 6 on page 2.
		(iii)	Sole power to dispose or
to direct the disposition of
			See No. 7 on page 2.
		(iv)	Shared power to dispose or
to direct the disposition of
			See No. 8 on page 2.
Item 5.	Ownership
of Five Percent or Less of a Class
If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of
securities, check the following þ .
Item 6.	Ownership
of More than Five Percent on Behalf of Another Person
Securities reported on
this Schedule 13G as being beneficially owned by Lord, Abbett & Co. LLC
are held on behalf on investment advisory clients, which may include
investment companies registered under the Investment Company Act, employee
benefit plans, pension funds or other institutional clients.
Not applicable.
Item 7.	Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person
Not applicable.
Item 8.	Identification
and Classification of Members of the Group
Not applicable.
Item 9.	Notice of
Dissolution of Group
Not applicable.

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| Item 10. |
| --- |
| By signing below I certify
that, to the best of my knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect. |

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| May
10, 2012 |
| --- |
| Date |
| /s/
Lawrence H. Kaplan |
| Signature |
| Lawrence
H. Kaplan/Member |
| Name/Title |

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