AeroVironment Inc.

05/05/2025 | Press release | Distributed by Public on 05/05/2025 15:32

Statement of Changes in Beneficial Ownership (Form 4)

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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BLUEHALO HOLDINGS PARENT, LLC
2. Issuer Name and Ticker or Trading Symbol
AeroVironment Inc [AVAV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ARLINGTON CAPITAL PARTNERS, 4747 BETHESDA AVE, 5TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2025
(Street)
BETHESDA, MD 20814
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 05/01/2025 J(1)(2) 17,425,849 D (1)(2) 0 D(3)
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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BLUEHALO HOLDINGS PARENT, LLC
C/O ARLINGTON CAPITAL PARTNERS
4747 BETHESDA AVE, 5TH FLOOR
BETHESDA, MD 20814
X

Signatures

BLUEHALO HOLDINGS PARENT, LLC, By: /s/ David Wodlinger, President 05/05/2025
**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) On May 1, 2025, following the closing of the merger (the "Merger") contemplated by the Agreement and Plan of Merger, dated November 18, 2024, by and among the Issuer, BlueHalo Holdings Parent, LLC ("BlueHalo Parent") and certain other parties thereto, BlueHalo Parent distributed in-kind, for no consideration, in the aggregate 17,425,849 shares of the Issuer's Common Stock to its members (including an aggregate of 12,035,890 shares to BlueHalo ACP Holdings, L.P.), representing each such member's pro rata interest in such shares.
(2) On the same date, BlueHalo ACP Holdings, L.P. ("BlueHalo ACP") distributed, for no consideration, the shares of Common Stock it received in the distribution by BlueHalo Parent to its partners, consisting of consisting of 6,728,262 shares distributed to Altitude V Holdings, LLC ("Altitude V") and 5,307,628 shares distributed to Altitude VI Holdings, LLC ("Altitude VI"). Such distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(3) Shares held by BlueHalo Parent. Altitude V and Altitude VI are the owners of BlueHalo ACP, which holds a majority ownership interest in BlueHalo Parent. Arlington Capital Partners V, L.P. ("ACP V") is the sole member of Altitude V, and Arlington Management V, L.L.C. ("Arlington Management V") is the sole managing member of the general partner of ACP V. Arlington Capital Partners VI, L.P. ("ACP VI") is the sole member of Altitude VI, and Arlington Management VI, L.L.C. ("Arlington Management VI") is the sole managing member of the general partner of ACP VI.

Remarks:
BlueHalo Parent and certain of its affiliates intend to file a Form 3 within ten calendar days of May 1, 2025 disclosing securities beneficially owned as of the effective time of closing of the Merger.
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.
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