Timothy E. Conver - 24 Jun 2021 Form 4 Insider Report for AeroVironment Inc (AVAV)

Footnote F1

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.

Footnote F2

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.

Footnote F3

The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $113.69 - $113.71. 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.

Footnote F4

The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $113.69 - $113.72. 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.

Footnote F5

The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $111.31 - $113.60. 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.

Footnote F6

The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $111.11 - $113.65. 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.

Footnote F7

The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $111.54 - $113.68. 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.

Footnote F8

Held by C5 Holdings LLC, a Delaware limited liability company.

Footnote F9

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.

Footnote F10

The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $113.72 - $113.76. 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.

Footnote F11

The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $111.31 - $113.60. 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.

Footnote F12

The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $111.11 - $113.65. 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.

Footnote F13

The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $111.54 - 113.68. 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.