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).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
ALIBRANDI JOSEPH F
  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) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O AEROVIRONMENT, INC., 181 W. HUNTINGTON DRIVE, SUITE 202
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2014
(Street)

MONROVIA, CA 91016
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 04/14/2014   M   2,000 A $ 22.38 12,631 I See footnote (1)
Common Stock 04/14/2014   M   2,100 A $ 24.57 14,731 I See footnote (1)
Common Stock 04/14/2014   M   1,600 A $ 29.79 16,331 I See footnote (1)
Common Stock 04/14/2014   M   1,000 A $ 25.77 17,331 I See footnote (1)
Common Stock 04/14/2014   S   4,964 D $ 35.07 (2) 12,367 I See footnote (1)
Common Stock               1,000 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 Options (Right to Purchase) $ 22.38 04/14/2014   M     2,000   (3) 06/22/2017 Common Stock 2,000 $ 0 0 D  
Stock Options (Right to Purchase) $ 24.57 04/14/2014   M     2,100   (4) 06/22/2020 Common Stock 2,100 $ 0 1,400 D  
Stock Options (Right to Purchase) $ 29.79 04/14/2014   M     1,600   (5) 05/11/2021 Common Stock 1,600 $ 0 2,400 D  
Stock Options (Right to Purchase) $ 25.77 04/14/2014   M     1,000   (6) 06/21/2022 Common Stock 1,000 $ 0 4,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ALIBRANDI JOSEPH F
C/O AEROVIRONMENT, INC.
181 W. HUNTINGTON DRIVE, SUITE 202
MONROVIA, CA 91016
  X      

Signatures

 /s/ Marco Quihuis, Attorney-in-Fact   04/16/2014
**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) Held by the Alibrandi Family Trust Dated November 14, 1972, of which Mr. Alibrandi is the trustee. Mr. Alibrandi disclaims beneficial ownership of any securities in which he doesn't have a pecuniary interest.
(2) The price reported represents the weighted average price of shares sold. Shares were sold at varying prices in the range of $34.89 - $35.16. 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.
(3) The options vest in five equal annual installments beginning one year from June 22, 2007.
(4) The options vest in five equal annual installments beginning one year from June 22, 2010.
(5) The options vest in five equal annual installments beginning one year from May 11, 2011.
(6) The options vest in five equal annual installments beginning one year from June 21, 2012.

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.