Edgar Filing: AeroVironment Inc

Ownership Submission

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Herring Tom

2. Issuer Name and Ticker or Trading Symbol
AeroVironment Inc [AVAV]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior VP and COO

(Last)

(First)

(Middle)

C/O AEROVIRONMENT, INC., 181 W. HUNTINGTON DRIVE, SUITE 202

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2014

(Street)

MONROVIA, CA 91016

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/17/2014		M		35,000	A	$ 23.06	59,492	D
Common Stock	03/17/2014		M		14,000	A	$ 29.79	73,492	D
Common Stock	03/17/2014		M		6,000	A	$ 28.72	79,492	D
Common Stock	03/17/2014		S		31,044	D	$ 36.89 ⁽¹⁾	48,448	D
Common Stock	03/17/2014		S		3,956	D	$ 37.61 ⁽²⁾	44,492	D
Common Stock	03/17/2014		S		12,482	D	$ 36.9 ⁽³⁾	32,010	D
Common Stock	03/17/2014		S		1,518	D	$ 37.6 ⁽⁴⁾	30,492	D
Common Stock	03/17/2014		S		6,000	D	$ 36.78 ⁽⁵⁾	24,492	D
Common Stock	03/18/2014		S		889	D	$ 36.99	23,603	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to Purchase)

$ 23.06

03/17/2014

35,000

⁽⁶⁾

03/11/2020

Common Stock

35,000

$ 0

10,000

Stock Options (Right to Purchase)

$ 29.79

03/17/2014

14,000

⁽⁷⁾

05/11/2021

Common Stock

14,000

$ 0

21,000

Stock Options (Right to Purchase)

$ 28.72

03/17/2014

6,000

⁽⁸⁾

03/01/2022

Common Stock

6,000

$ 0

24,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Herring Tom C/O AEROVIRONMENT, INC. 181 W. HUNTINGTON DRIVE, SUITE 202 MONROVIA, CA 91016			Senior VP and COO

Signatures

/s/ Marco Quihuis, Attorney-in-Fact		03/19/2014
^**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)	The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $36.43 - $37.43. 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.
(2)	The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $37.50 - $37.74. 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.
(3)	The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $36.49 - $37.43. 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.
(4)	The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $37.50 - $37.74. 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.
(5)	The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $36.72 - $36.91. 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.
(6)	The options vest in five equal annual installments beginning one year from March 11, 2010.
(7)	The options vest in five equal annual installments beginning one year from May 11, 2011.
(8)	The options vest in five equal annual installments beginning one year from March 1, 2012.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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