AeroVironment Inc — Director's Dealing 2012

Dec 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AeroVironment Inc (AVAV)
CIK: 0001368622
Period of Report: 2012-12-26

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
2012-12-26	Common Stock	S	20000	$21.52	Disposed	2451722	Indirect
2012-12-27	Common Stock	S	20000	$21.56	Disposed	2431722	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	470000	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 October 12, 2012, and amended on October 16, 2012.

F2: The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $21.35 - $21.80. 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 $21.48 - $21.74. 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.

F5: Held by The Conver Family Limited Partnership, 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.