UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934*
AeroVironment,
Inc.
(Name
of Issuer)
Common Stock, par value $0.0001
per share
(Title
of Class of Securities)
008073108
(CUSIP
Number)
December 31, 2007
(Date
of Event Which Requires Filing of This Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
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£
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Rule
13d-1(b)
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£
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Rule
13d-1(c)
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S
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Rule
13d-1(d)
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*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE
13G
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CUSIP No.
008073108
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1
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NAME
OF REPORTING PERSON
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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Timothy
E. Conver
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a) £
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(b) £
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States citizen
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NUMBER
OF
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5
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SOLE
VOTING POWER
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SHARES
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BENEFICIALLY
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964,544
shares (1)
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OWNED
BY EACH
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6
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SHARED
VOTING POWER
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REPORTING
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PERSON
WITH
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3,842,392
shares (2)
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7
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SOLE
DISPOSITIVE POWER
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98,630
shares (3)
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8
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SHARED
DISPOSITIVE POWER
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4,611,187
shares (4)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
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4,806,936
shares (5)
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10
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HECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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CERTAIN
SHARES (SEE INSTRUCTIONS)
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£
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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23.87%(6)
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) Includes
(i) options to purchase 98,530 shares of AeroVironment, Inc. common stock
exercisable within 60 days of December 31, 2007, (ii) 100 shares of
AeroVironment, Inc. common stock held by Mr. Conver and (iii) 32,373 shares of
AeroVironment, Inc. common stock held by each of Mr. Conver’s children, Brent
Conver, Morgan Conver and Nicholas Conver, over which Mr. Conver has sole voting
power pursuant to a voting agreement.
(2)
Includes (i) 3,842,392 shares held by the Conver Family Trust, of which Mr.
Conver is a trustee, and (ii) 768,795 shares of AeroVironment, Inc. common stock
held by the Whiting Family Limited Partnership, of which Mr. Conver is a limited
partner.
(3)
Includes (i) options to purchase 98,530 shares of AeroVironment, Inc. common
stock immediately exercisable as of December 31, 2007 and (ii) 100 shares of
AeroVironment, Inc. common stock held by Mr. Conver.
(4)
Includes (i) 768,795 shares of AeroVironment, Inc. common stock held by the
Whiting Family Limited Partnership, of which Mr. Conver is a limited partner,
and (ii) 3,842,392 shares held by the Conver Family Trust, of which Mr. Conver
is a trustee.
(5) Mr.
Conver disclaims beneficial ownership of the shares listed above, except to the
extent of his pecuniary interest therein, and this report shall not be deemed an
admission for purposes of Sections 13(d) or 13(g) or any other
purpose.
(6) Based
on 20,136,672 shares of common stock of AeroVironment, Inc. outstanding as of
November 29, 2007, as reported in AeroVironment, Inc.’s Quarterly Report on Form
10-Q filed on December 6, 2007.
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CUSIP No.
008073108
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1
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NAME
OF REPORTING PERSON
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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Conver
Family Trust
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(a) £
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(b) £
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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State
of California, United States
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NUMBER
OF
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5
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SOLE
VOTING POWER
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SHARES
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BENEFICIALLY
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3,842,392
shares
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OWNED
BY EACH
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6
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SHARED
VOTING POWER
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REPORTING
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PERSON
WITH
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0
shares
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7
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SOLE
DISPOSITIVE POWER
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3,842,392
shares
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8
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SHARED
DISPOSITIVE POWER
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0
shares
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
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3,842,392
shares
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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CERTAIN
SHARES (SEE INSTRUCTIONS)
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£
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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19.08%(1)
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) Based
on 20,136,672 shares of common stock of AeroVironment, Inc. outstanding as of
November 29, 2007, as reported in AeroVironment, Inc.’s Quarterly Report on Form
10-Q filed on December 6, 2007.
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CUSIP No.
008073108
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Item
1(a). Name
of Issuer:
AeroVironment,
Inc.
Item
1(b). Address
of Issuer’s Principal Executive Offices:
181 W.
Huntington Drive., Monrovia, CA 91016
Item
2(a). Name
of Person Filing:
This
Schedule is being filed by Timothy E. Conver and the Conver Family
Trust. Mr. Conver and the Conver Family Trust are filing this
Schedule jointly, pursuant to the provisions of Rule 13d-1(k)(1) under the
Securities Exchange Act, as amended, and not as separate persons.
Item
2(b). Address
of Principal Business Office or, if none, Residence:
The
address of Mr. Conver and the Conver Family Trust is: c/o
AeroVironment, Inc., 181 W. Huntington Drive., Monrovia,
CA 91016.
Item
2(c). Citizenship:
Mr.
Conver is a United States citizen. The Conver Family Trust was formed
in the State of California, United States.
Item
2(d). Title
of Class of Securities:
Common
stock, $0.0001 par value per share
Item
2(e). CUSIP
Number:
008073108
Item 3. If this statement is filed pursuant
to Rules 13d-1(b), or 13d-2(b), check whether the person filing is
a:
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(a)
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£
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Broker
or dealer registered under Section 15 of the Exchange
Act.
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(b)
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£
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Bank
as defined in Section 3(a)(6) of the Exchange
Act.
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(c)
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£
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Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
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(d)
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£
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Investment
company registered under Section 8 of the Investment Company
Act.
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(e)
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£
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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£
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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£
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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£
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
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(i)
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£
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act;
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(j)
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£
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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Item
4. Ownership
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(a)
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Amount
beneficially owned:
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Mr. Conver:
4,806,936 Shares (1)
Conver
Family Trust: 3,842,392 Shares
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(b)
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Percent
of class (2):
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Mr.
Conver: 23.87%
Conver
Family Trust: 19.08%
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(c)
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Number
of shares as to which such person
has:
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(i)
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Sole
power to vote or to direct the
vote:
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Mr. Conver: 964,544 Shares (3)
Conver
Family Trust: 3,842,392 Shares
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(ii)
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Shared
power to vote or to direct the
vote:
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Mr.
Conver: 3,842,392 Shares (4)
Conver
Family Trust: 0 Shares
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(iii)
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Sole
power to dispose or to direct the disposition
of:
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Mr.
Conver: 98,630 Shares (5)
Conver
Family Trust: 3,842,392 Shares
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(iv)
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Shared
power to dispose or to direct the disposition
of:
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Mr.
Conver: 4,611,187 Shares (6)
Conver
Family Trust: 0 Shares
(1) Mr.
Conver disclaims beneficial ownership of these shares, except to the extent of
his pecuniary interest therein, and this report shall not be deemed an admission
for purposes of Sections 13(d) or 13(g) or any other purpose.
(2) Based
on 20,136,672 shares of common stock of AeroVironment, Inc. outstanding as of
November 29, 2007, as reported in AeroVironment, Inc.’s Quarterly Report on Form
10-Q filed on December 6, 2007.
(3)
Includes (i) options to purchase 98,530 shares of AeroVironment, Inc. common
stock exercisable within 60 days of December 31, 2007, (ii) 100 shares of
AeroVironment, Inc. common stock held by Mr. Conver and (iii) 32,373 shares of
AeroVironment, Inc. common stock held by each of Mr. Conver’s children, Brent
Conver, Morgan Conver and Nicholas Conver, over which Mr. Conver has sole voting
power pursuant to a voting agreement.
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CUSIP No.
008073108
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(4)
Includes (i) 3,842,392 shares held by the Conver Family Trust, of which Mr.
Conver is a trustee, and (ii) 768,795 shares of AeroVironment, Inc. common stock
held by the Whiting Family Limited Partnership, of which Mr. Conver is a limited
partner.
(5)
Includes (i) options to purchase 98,530 shares of AeroVironment, Inc. common
stock immediately exercisable as of December 31, 2007 and (ii) 100 shares of
AeroVironment, Inc. common stock held by Mr. Conver.
(6)
Includes (i) 768,795 shares of AeroVironment, Inc. common stock held by the
Whiting Family Limited Partnership, of which Mr. Conver is a limited partner,
and (ii) 3,842,392 shares held by the Conver Family Trust, of which Mr. Conver
is a trustee.
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Item
5.
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Ownership
of Five Percent or Less of a Class:
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If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following£
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person:
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Not
applicable
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Item
7.
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Identification
and Classification of the Subsidiary which Acquired the Security Being
Reported on By the Parent Holding
Company:
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Not
applicable
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Item
8.
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Identification
and Classification of Members of the
Group:
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Not
applicable
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Item
9.
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Notice
of Dissolution of Group:
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Not
applicable
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Item
10.
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Certification:
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Not
applicable
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Dated: February
14, 2008
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TIMOTHY
E. CONVER
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/s/ Timothy E. Conver *
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Name:Timothy
E. Conver
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CONVER
FAMILY TRUST
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| By: |
/s/ Timothy E. Conver*
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Name:
Timothy E. Conver
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Title:
Trustee
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* By
Leslie R. Ravestein, as Attorney-in-Fact.
Exhibit
Index
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Joint
Filing Agreement.
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Exhibit
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a Schedule 13G (including any and all amendments thereto) with respect
to the common stock, par value of $0.0001, of AeroVironment, Inc., and further
agree that this Joint Filing Agreement shall be included as an exhibit to such
joint filings.
The
undersigned further agree that each party hereto is responsible for the timely
filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided that no
party is responsible for the completeness or accuracy of the information
concerning any other filing party, unless such party knows or has reason to
believe that such information is inaccurate.
This
Joint Filing Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original instrument, but all of such counterparts
together shall constitute one agreement.
In
evidence thereof, the undersigned, being duly authorized, hereby execute this
Joint Filing Agreement this 14th day of February, 2008.
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TIMOTHY
E. CONVER
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| /s/ Timothy E. Conver |
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Name: Timothy
E. Conver
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CONVER
FAMILY TRUST
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| By: /s/ Timothy E. Conver |
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Name:
Timothy E. Conver
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Title:
Trustee
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