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 *

Conver Timothy E
2. Issuer Name and Ticker or Trading Symbol

AeroVironment Inc [ AVAV ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
Chairman of the Board
(Last)          (First)          (Middle)

C/O AEROVIRONMENT, INC., 900 INNOVATORS WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

7/8/2021
(Street)

SIMI VALLEY, CA 93065
(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 7/8/2021  S  100 (1)D$97.10 753601 I See Footnote (2)
Common Stock 7/8/2021  S  600 (1)D$97.23 (3)753001 I See Footnote (2)
Common Stock 7/8/2021  S  4400 (1)D$96.36 (4)748601 I See Footnote (2)
Common Stock 7/8/2021  S  480 (1)D$96.58 (5)748121 I See Footnote (2)
Common Stock 7/8/2021  S  1100 (1)D$96.36 (4)261626 (6)I See Footnote (7)
Common Stock 7/8/2021  S  120 (1)D$96.58 (5)261506 (6)I See Footnote (7)
Common Stock         46445 D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) 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 and as the manager of C5 Holdings LLC, on March 17, 2021.
(2) 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.
(3) The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $97.09 - $97.48. 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 $95.09 - $97.09. 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 $95.91 - $96.98. 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) Held by C5 Holdings LLC, a Delaware limited liability company.
(7) The reporting person is the manager of C5 Holdings LLC and consequently may be deemed to have sole voting control and investment discretion over securities owned by C5 Holdings LLC. The reporting person disclaims beneficial ownership of the reported securities held by such LLC except to the extent of his pecuniary interest therein. The foregoing should not be construed in and of itself as an admission by the reporting person as to the beneficial ownership of the securities owned by such LLC.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Conver Timothy E
C/O AEROVIRONMENT, INC.
900 INNOVATORS WAY
SIMI VALLEY, CA 93065
X

Chairman of the Board

Signatures
/s/ Kasey Hannah - Attorney - in - Fact7/12/2021
**Signature of Reporting PersonDate

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