AAR Corporation

01/10/2025 | Press release | Distributed by Public on 01/10/2025 16:50

Statement of Changes in Beneficial Ownership (Form 4)

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).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 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 *
Gillen Sean M.
2. Issuer Name and Ticker or Trading Symbol
AAR CORP [AIR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP-CFO
(Last) (First) (Middle)
1100 N. WOOD DALE ROAD 		3. Date of Earliest Transaction (Month/Day/Year)
01/10/2025
(Street)
WOOD DALE, IL 60191 		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)
Code V Amount (A) or (D) Price
Common Stock 01/10/2025 M 5,385 A $37.66 77,711.203 D
Common Stock 01/10/2025 S 5,385 D $66.3308(1) 72,326.203 D
Common Stock 01/10/2025 M 8,000 A $18.94 80,326.203 D
Common Stock 01/10/2025 S 8,000 D $66.3308(1) 72,326.203 D
Common Stock 01/10/2025 M 4,000 A $37.74 76,326.203 D
Common Stock 01/10/2025 S 4,000 D $66.3308(1) 72,326.203 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $37.66 01/10/2025 M 5,385 12/31/2019(2) 07/08/2029 Common Stock 5,385 $ 0 0 D
Stock Option $18.94 01/10/2025 M 8,000 07/31/2021(3) 07/13/2030 Common Stock 8,000 $ 0 47,870 D
Stock Option $37.74 01/10/2025 M 4,000 07/31/2022(4) 07/12/2031 Common Stock 4,000 $ 0 7,970 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gillen Sean M.
1100 N. WOOD DALE ROAD
WOOD DALE, IL 60191 		Senior VP-CFO

Signatures

/s/ Katherine Kwiat, power of attorney 01/10/2025
**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 in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $64.8700 to $67.4500 inclusive. The reporting person undertakes to provide AAR CORP., any security holder of AAR CORP., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(2) The awarded stock option vested and became exercisable in 1/3 annual installments beginning on December 31, 2019 and vested as follows: 33 1/3% on each of December 31, 2019, December 31, 2020 and December 31, 2021.
(3) The awarded stock option vested and became exercisable in 1/3 annual installments beginning on July 31, 2021 and vested as follows: 33 and 1/3% on each of July 31, 2021, July 31, 2022 and July 31, 2023.
(4) The awarded stock option vested and became exercisable in 1/3 annual installments beginning on July 31, 2022 and vested as follows: 33 and 1/3% on each of July 31, 2022, July 31, 2023 and July 31, 2024.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.