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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Flittie Kirk J.
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)
VP & General Manager of UAS
(Last)          (First)          (Middle)

800 ROYAL OAKS DRIVE, SUITE 210
3. Date of Earliest Transaction (MM/DD/YYYY)

3/20/2017
(Street)

MONROVIA, CA 91016
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/20/2017     M    11212   A $20.75   29462   D    
Common Stock   3/20/2017     S    11212   D $29.03   (1) 18250   D    
Common Stock   3/21/2017     M    1726   A $20.75   19976   D    
Common Stock   3/21/2017     S    1726   D $28.40   (2) 18250   D    
Common Stock                  34263   I   Footnote   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Options to Purchase Common Stock   $20.75   3/20/2017     M         11212      (4) 6/13/2017   Common Stock   11212   $0   18788   D    
Option to Purchase Common Stock   $20.75   3/21/2017     M         1726      (4) 6/13/2017   Common Stock   1726   $0   17062   D    

Explanation of Responses:
( 1)  The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $29.00-$29.08. 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 $28.40 - $28.42 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)  Held by the Kirk and Jennifer Flittie Family Trust, of which Mr. Flittie is one of the trustees. Mr. Flittie disclaims beneficial ownership of any securities in which he does not have a pecuniary interest.
( 4)  All options are fully exerciseable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Flittie Kirk J.
800 ROYAL OAKS DRIVE
SUITE 210
MONROVIA, CA 91016


VP & General Manager of UAS

Signatures
/s/ Kasey Hannah, Attorney-in-Fact 3/21/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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