AeroVironment Inc — Director's Dealing 2012

Mar 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AeroVironment Inc (AVAV)
CIK: 0001368622
Period of Report: 2012-03-12

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
2012-03-12	Common Stock	S	8300	$26.53	Disposed	3127892	Indirect
2012-03-13	Common Stock	S	8300	$27.06	Disposed	3119592	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
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 9, 2012.

F2: The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $26.46 - $26.64. 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.

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. Prior to this filing Mr. Conver had reported an indirect ownership interest in 768,795 shares of the Registrant's common stock held by the Whiting Family Limited Partnership, of which Mr. Conver is a limited partner. In accordance with SEC Release No. 34-26333, Mr. Conver is not the beneficial owner of the shares held by the Whiting Family Limited Partnership as they are held by a partnership in which he possesses solely a limited partnership interest and other circumstances do not exist which would provide Mr. Conver with the ability to influence or exercise control over the partnership's general partner or the partnership's investment decision. Mr. Conver disclaims beneficial ownership of the shares held by the Whiting Family Limited Partnership and will cease to report ownership of these shares.

F4: The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $26.77 - $27.27. 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.