AeroVironment Inc — Director's Dealing 2011

Mar 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AeroVironment Inc (AVAV)
CIK: 0001368622
Period of Report: 2011-03-15

Reporting Person: Conver Timothy E (Director, Chairman, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-15	Common Stock	S	6800	$33.44	Disposed	3429392	Indirect
2011-03-15	Common Stock	S	1500	$33.92	Disposed	3427892	Indirect
2011-03-16	Common Stock	S	7162	$32.82	Disposed	3420730	Indirect
2011-03-16	Common Stock	S	1138	$33.56	Disposed	3419592	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	768795	Indirect
Common Stock	100	Direct

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Conver, as Trustee of The Conver Family Trust, on January 21, 2011.

F2: The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $32.76 - $33.74. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

F3: Held by The Conver Family Trust, of which Mr. Conver is one of the trustees. Mr. Conver disclaims beneficial ownership of any securities in which he does not have a pecuniary interest.

F4: The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $33.77 - $34.04. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

F5: The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $32.40 - $33.38. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

F6: The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $33.42 - $33.64. The Reporting Person hereby undertakes, upon request of the Staff of the U.S. Securities and Exchange Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

F7: Held by The Whiting Family Limited Partnership, of which Mr. Conver is a limited partner. Mr. Conver disclaims beneficial ownership of any securities in which he does not have a pecuniary interest.