Sec Form 13G Filing - Conver Timothy E filing for AeroVironment Inc (AVAV) - 2020-02-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 008073108

1

Name of Reporting Persons
Timothy E. Conver

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
151,394 shares (1)

6

Shared Voting Power
1,391,117 shares (2) (3)

7

Sole Dispositive Power
151,394 shares (1)

8

Shared Dispositive Power
1,391,117 shares (2) (3)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,542,511 shares (1) (4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
6.4% (5)

12

Type of Reporting Person
IN

CUSIP No. 008073108

1

Name of Reporting Persons
Conver Family Trust

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
State of California, United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,061,117 shares

6

Shared Voting Power
0 shares

7

Sole Dispositive Power
1,061,117 shares

8

Shared Dispositive Power
0 shares

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,061,117 shares

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
4.42% (1)

12

Type of Reporting Person
OO

CUSIP No. 008073108

1

Name of Reporting Persons
C5 Holdings LLC

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
State of Delaware, United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
330,000 shares

6

Shared Voting Power
0 shares

7

Sole Dispositive Power
330,000 shares

8

Shared Dispositive Power
0 shares

9

Aggregate Amount Beneficially Owned by Each Reporting Person
330,000 shares

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row (9)
1.38% (1)

12

Type of Reporting Person
OO

CUSIP No. 008073108

Item 1(a).

Name of Issuer:
AeroVironment, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
900 Innovators Way, Simi Valley, CA 93065

Item 2(a).

Name of Person Filing:
This Schedule is being filed by Timothy E. Conver, the Conver Family Trust, and C5 Holdings LLC.  Mr. Conver, the Conver Family Trust, and C5 Holdings LLC are filing this Schedule jointly, pursuant to the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and not as separate persons.

Item 2(b).

Address of Principal Business Office or, if none, Residence:
The address of Mr. Conver, the Conver Family Trust, and C5 Holdings LLC is:  c/o AeroVironment, Inc., 900 Innovators Way, Simi Valley, CA 93065.

Item 2(c).

Citizenship:
Mr. Conver is a United States citizen.  The Conver Family Trust was formed in the State of California, United States. C5 Holdings LLC is a Delaware limited liability company.

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:

(a)

o

Broker or dealer registered under section 15 of the Exchange Act.

(b)

o

Bank as defined in section 3(a)(6) of the Exchange Act.

(c)

o

Insurance company as defined in section 3(a)(19) of the Exchange Act.

(d)

o

Investment company registered under section 8 of the Investment Company Act.

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;

(j)

o

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

CUSIP No. 008073108

Item 4.

Ownership

(a)

Amount beneficially owned:   

Mr. Conver:  1,542,511 Shares (2) (4) (5)

Conver Family Trust:  1,061,117 Shares (1)

C5 Holdings LLC: 330,000 (1)

(b)

Percent of class (3):   

Mr. Conver: 6.40%

Conver Family Trust: 4.42%

C5 Holdings LLC: 1.38%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

Mr. Conver:  151,394 Shares (2)

Conver Family Trust:  1,061,117 Shares (1)

C5 Holdings LLC: 330,000 (1)

0;

(ii)

Shared power to vote or to direct the vote:    

Mr. Conver:  1,542,511 Shares (1) (4) (5)

Conver Family Trust:  0 Shares

C5 Holdings LLC: 0 Shares

(iii)

Sole power to dispose or to direct the disposition of:   

Mr. Conver:  151,394 Shares (2)

Conver Family Trust:  1,061,117 Shares (1)

C5 Holdings LLC: 330,000 Shares (1)

(iv)

Shared power to dispose or to direct the disposition of:   

Mr. Conver:  1,542,511 Shares (1) (4) (5)

Conver Family Trust:  0 Shares

C5 Holdings LLC: 0 Shares

Item 5.

Ownership of Five Percent or Less of a Class:

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   o

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable

Item 8.

Identification and Classification of Members of the Group:

Not applicable

Item 9.

Notice of Dissolution of Group:

Not applicable

Item 10.

Certifications:

Not applicable

Dated: February 11, 2020

TIMOTHY E. CONVER

/s/ Timothy E. Conver

Name: Timothy E. Conver

CONVER FAMILY TRUST

By:

/s/ Timothy E. Conver

Name:

Timothy E. Conver

Title:

Trustee

C5 HOLDINGS LLC,

a Delaware limited liability company

By:

/s/ Timothy E. Conver

Name:

Timothy E. Conver

Title:

Manager

Exhibit 1

Joint Filing Agreement.