AAR (AIR) Form 4 AAR / Christopher A. Jessup ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Jessup Christopher A.

(Last) (First) (Middle)

1100 N. WOOD DALE ROAD

(Street)

WOOD DALE IL 60191

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AAR CORP [ AIR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President-CCO

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2024

4. If Amendment, Date of 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

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	05/02/2024		M		16,700	A	$48.09	68,502.525	D
Common Stock	05/02/2024		S		16,700	D	$70.007(1)	51,802.525	D
Common Stock	05/03/2024		M		1,600	A	$48.09	53,402.525	D
Common Stock	05/03/2024		S		1,600	D	$70.0522(2)	51,802.525	D
Common Stock	05/03/2024		M		13,373	A	$37.66	65,175.525	D
Common Stock	05/03/2024		S		13,373	D	$70.0522(2)	51,802.525	D

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 Securities Underlying Derivative Security (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: 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 Option	$48.09	05/02/2024		M			16,700	07/09/2019(3)	07/09/2028	Common Stock	16,700	$0	1,600	D
Stock Option	$48.09	05/03/2024		M			1,600	07/09/2019(3)	07/09/2028	Common Stock	1,600	$0	0	D
Stock Option	$37.66	05/03/2024		M			13,373	07/31/2020(4)	07/08/2029	Common Stock	13,373	$0	10,877	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.0300 inclusive. The reporting person undertakes to provide AAR CORP., any security holder of AAR CORP., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.6000 inclusive. The reporting person undertakes to provide AAR CORP., any security holder of AAR CORP., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The reporting person received a grant of stock options for 18,300 shares of common stock on July 9, 2018. The stock options vested in 33 1/3% increments on each of July 31, 2019, July 31, 2020, and July 31, 2021.

4. The reporting person received a grant of stock options for 24,250 shares of common stock on July 8, 2019. The stock options vested in 33 1/3% increments on each of July 31, 2020, July 31, 2021, and July 31, 2022.

	/s/ Katherine Kwiat, power of attorney	05/06/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.