FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * HEDRICK GEOFFREY S M   2. Issuer Name and Ticker or Trading Symbol INNOVATIVE SOLUTIONS & SUPPORT INC [ISSC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O INNOVATIVE SOLUTIONS & SUPPORT, INC., 720 PENNSYLVANIA DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 05/03/2011 (Street) EXTON, PA 19341 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/03/2011   G   20,948 D $ 0 0 I By Hedrick January 2009 Grantor Retained Annuity Trust for Susan Elizabeth Donnelly (1) Common Stock 05/03/2011   G   20,948 D $ 0 0 I By Hedrick January 2009 Grantor Retained Annuity Trust for Christina Ginieczki (2) Common Stock 05/03/2011   G   41,896 D $ 0 0 I By Hedrick January 2009 Grantor Retained Annuity Trust for Stephanie Connolly (3) Common Stock               3,567,083 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HEDRICK GEOFFREY S M C/O INNOVATIVE SOLUTIONS & SUPPORT, INC. 720 PENNSYLVANIA DRIVE EXTON, PA 19341	X	X	Chief Executive Officer

Signatures

/s/ Geoffrey S. M. Hedrick		05/05/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	In January 2009, the reporting person contributed 50,000 shares of Innovative Solutions and Support, Inc. Common Stock to the Hedrick January 2009 Grantor Retained Annuity Trust for Susan Elizabeth Donnelly for the benefit of himself and his child. Upon termination of the trust on May 3, 2011, 20,948 shares were transferred to the reporting person's child. The remaining 29,052 shares were distributed to the reporting person and continue to be reported in this Form 4 as directly owned.
(2)	In January 2009, the reporting person contributed 50,000 shares of Innovative Solutions and Support, Inc. Common Stock to the Hedrick January 2009 Grantor Retained Annuity Trust for Christina Ginieczki for the benefit of himself and his child. Upon termination of the trust on May 3, 2011, 20,948 shares were transferred to the reporting person's child. The remaining 29,052 shares were distributed to the reporting person and continue to be reported in this Form 4 as directly owned.
(3)	In January 2009, the reporting person contributed 100,000 shares of Innovative Solutions and Support, Inc. Common Stock to the Hedrick January 2009 Grantor Retained Annuity Trust for Stephanie Connolly for the benefit of himself and his child. Upon termination of the trust on May 3, 2011, 41,896 shares were transferred to the reporting person's child. The remaining 58,104 shares were distributed to the reporting person and continue to be reported in this Form 4 as directly owned.

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