UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): December 31, 2015
 
AEROVIRONMENT, INC.
(Exact name of registrant as specified in its charter)
 
Delaware	 	001-33261	 	95-2705790	
(State or other jurisdiction of	 	(Commission File Number)	 	(I.R.S. Employer Identification No.)	
incorporation or organization)	 	 	 	 	
 
900 Innovators Way	 	 	
Simi Valley, CA	 	93065	
(Address of Principal Executive Offices)	 	(Zip Code)	
 
Registrant’s telephone number, including area code: (626) 357-9983
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see  General Instruction A.2. below):
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
Item 7.01                                           Regulation FD Disclosure
 
On December 31, 2015, AeroVironment, Inc. announced that its chief executive officer and chairman of the board, Timothy E. Conver, as Trustee of The Conver Family Trust, has established a pre-arranged stock trading plan to sell a portion of company stock held by the Trust over a specific period of time. The stock trading plan is part of a long-term strategy for asset diversification and liquidity and was adopted in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934 and AeroVironment’s policies with respect to employee stock transactions.  The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 hereto.
 
The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section.  The information in this Current Report shall not be incorporated by reference into any registration statement or other filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
 
AeroVironment does not undertake to report other Rule 10b5-1 plans that may be adopted by any of its officers or directors in the future, or to report any modifications or termination of any publicly announced plan, except to the extent required by law.
 
Item 9.01.                                        Financial Statements and Exhibits
 
(d)                                 Exhibits.
 
Exhibit 	 	 	
Number	 	Description	
99.1	 	Press Release dated December 31, 2015.	
 
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 	AEROVIRONMENT, INC.	

Date: December 31, 2015	By:	/s/ Douglas E. Scott	
 	 	Douglas E. Scott	
 	 	Senior Vice President, General Counsel and
Corporate Secretary	
 
3

Exhibit 99.1

 
 
AeroVironment Announces Establishment of 10b5-1 Trading Plan by Chief Executive Officer

SIMI VALLEY, Calif., Dec. 31, 2015 –AeroVironment, Inc. (NASDAQ:AVAV today announced that its chief executive officer and chairman of the board, Timothy E. Conver, as trustee of The Conver Family Trust, has established a pre-arranged stock trading plan to sell a portion of company stock held by the Trust over a specific period of time. The stock trading plan is part of a long-term strategy for asset diversification and liquidity and was adopted in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934 and AeroVironment’s policies with respect to employee stock transactions.

Rule 10b5-1 allows corporate officers and directors to adopt written, pre-arranged stock trading plans when they do not have material, non-public information. Using these plans, insiders can diversify their investment portfolios, can spread stock trades out over an extended period of time to reduce market impact and can avoid concerns about whether they had material, non-public information when they sold their stock.

Under the Rule 10b5-1 Plan, the Trust may sell up to 320,000 shares over a period of approximately nine months. If the Trust completes all the planned sales under the Rule 10b5-1 Plan, Mr. Conver would beneficially own approximately 2,139,920 shares of AeroVironment common stock (including all options currently exercisable by Mr. Conver), or approximately 9.1 percent of the company’s current outstanding shares. The transactions under this plan will commence no earlier than March 2016 and will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission. The Form 4 filings will also be posted on AeroVironment’s website.

About AeroVironment, Inc.

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AeroVironment Chief Executive Officer 10b5-1 plan- 2

AeroVironment is a technology solutions provider that designs, develops, produces, supports and operates an advanced portfolio of  Unmanned Aircraft Systems  (UAS) and electric transportation solutions. The company’s electric-powered, hand-launched unmanned aircraft systems generate and process data to deliver powerful insight, on demand, to people and enterprises engaged in military, public safety and commercial activities around the world. AeroVironment’s electric transportation solutions include a comprehensive suite of  electric vehicle (EV) charging systems, installation and network services  for consumers, automakers, utilities and government agencies,  power cycling and test systems  for EV developers and  industrial electric vehicle charging systems  for commercial fleets. More information about AeroVironment is available at  www.avinc.com .

Safe Harbor Statement
 
Certain statements in this press release may constitute “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from those expressed or implied. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, our ability to perform under existing contracts and obtain additional contracts; our reliance on sales to the U.S. government; changes in the timing and/or amount of government spending; changes in the supply and/or demand and/or prices for our products and services; changes in the regulatory environment; the activities of competitors; failure of the markets in which we operate to grow; failure to expand into new markets; failure to develop new products or integrate new technology with current products; and general economic and business conditions in the United States and elsewhere in the world. For a further list and description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and Quarterly Reports on 10-Q. We do not intend, and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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AeroVironment Chief Executive Officer 10b5-1 plan- 3

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Contact:
 
AeroVironment, Inc.
Steven Gitlin
+1 (626) 357-9983
pr@avinc.com

 
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