Sec Form 3 Filing - BLUEHALO HOLDINGS PARENT, LLC @ AeroVironment Inc - 2025-05-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
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
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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 (MM/DD/YY)
05/01/2025
(Street)
BETHESDA, MD20814
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 17,425,849 D ( 1 ) ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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, MD20814
X
Altitude V Holdings, LLC
C/O ARLINGTON CAPITAL PARTNERS
4747 BETHESDA AVE, 5TH FLOOR
BETHESDA, MD20814
X
Altitude VI Holdings, LLC
C/O ARLINGTON CAPITAL PARTNERS
4747 BETHESDA AVE, 5TH FLOOR
BETHESDA, MD20814
X
Arlington Capital Partners V, L.P.
C/O ARLINGTON CAPITAL PARTNERS
4747 BETHESDA AVE, 5TH FLOOR
BETHESDA, MD20814
X
Arlington Capital Partners VI, L.P.
C/O ARLINGTON CAPITAL PARTNERS
4747 BETHESDA AVE, 5TH FLOOR
BETHESDA, MD20814
X
Arlington Management V, L.L.C.
C/O ARLINGTON CAPITAL PARTNERS
4747 BETHESDA AVE, 5TH FLOOR
BETHESDA, MD20814
X
Arlington Management VI, L.L.C.
C/O ARLINGTON CAPITAL PARTNERS
4747 BETHESDA AVE, 5TH FLOOR
BETHESDA, MD20814
X
Signatures
BLUEHALO HOLDINGS PARENT, LLC, By: /s/ David Wodlinger, President 05/08/2025
Signature of Reporting Person Date
ALTITUDE V HOLDINGS, LLC, By: /s/ Michael Lustbader, Managing Principal of Manager of General Partner of Sole Member 05/08/2025
Signature of Reporting Person Date
ALTITUDE VI HOLDINGS, LLC, By: /s/ David Wodlinger, Managing Principal of Manager of General Partner of Sole Member 05/08/2025
Signature of Reporting Person Date
ARLINGTON CAPITAL PARTNERS V, L.P., By: /s/ Michael Lustbader, Managing Principal of Manager of General Partner 05/08/2025
Signature of Reporting Person Date
ARLINGTON CAPITAL PARTNERS VI, L.P., By: /s/ David Wodlinger, Managing Principal of Manager of General Partner 05/08/2025
Signature of Reporting Person Date
ARLINGTON MANAGEMENT V, L.L.C., By: /s/ Michael Lustbader, Managing Principal 05/08/2025
Signature of Reporting Person Date
ARLINGTON MANAGEMENT VI, L.L.C., By: /s/ David Wodlinger, Managing Principal 05/08/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares held by BlueHalo Holdings Parent, LLC ("BlueHalo Parent"). Altitude V Holdings, LLC ("Altitude V") and Altitude VI Holdings, LLC ("Altitude VI") are the owners of BlueHalo ACP Holdings, L.P. ("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.
( 2 )Each of Altitude V, Altitude VI, ACP V, ACP VI, Arlington Management V and Arlington Management VI disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

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