SEC FORM 4

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

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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^*

Fernandez-McGovern Nicole M.

(Last)

(First)

(Middle)

C/O AGEAGLE AERIAL SYSTEMS INC.

8863 E. 34TH STREET NORTH

(Street)

WICHITA

67226

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AgEagle Aerial Systems Inc. [ UAVS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	01/19/2021		M⁽¹⁾		26,500	A	$0.06	96,500	D
Common Stock, par value $0.001	01/19/2021		S⁽²⁾		26,500	D	$10.749⁽⁶⁾	70,000	D
Common Stock, par value $0.001	02/17/2021		M⁽¹⁾		26,500	A	$0.06	96,500	D
Common Stock, par value $0.001	02/17/2021		S⁽²⁾		26,500	D	$14.328⁽⁷⁾	70,000	D
Common Stock, par value $0.001	03/05/2021		A⁽¹¹⁾		10,000	A	$0	80,000	D
Common Stock, par value $0.001	03/17/2021		M⁽¹⁾		26,500	A	$0.06	106,500	D
Common Stock, par value $0.001	03/17/2021		S⁽²⁾		26,500	D	$7.147⁽⁸⁾	80,000	D
Common Stock, par value $0.001	04/19/2021		A⁽¹²⁾		125,000	A	$0	205,000	D
Common Stock, par value $0.001	04/19/2021		M⁽¹⁾		26,500	A	$0.06	231,500	D
Common Stock, par value $0.001	04/19/2021		S⁽²⁾		26,500	D	$5.014⁽⁹⁾	205,000	D
Common Stock, par value $0.001	05/04/2021		A⁽¹¹⁾		111,250	A	$0	316,250	D
Common Stock, par value $0.001	05/17/2021		M⁽¹⁾		9,533	A	$0.06	325,783	D
Common Stock, par value $0.001	05/17/2021		S⁽²⁾		9,533	D	$4.314⁽¹⁰⁾	316,250	D
Common Stock, par value $0.001	05/17/2021		S⁽¹¹⁾		16,967	D	$4.314	299,283	D
Common Stock, par value $0.001	06/17/2021		S⁽¹¹⁾		26,500	D	$5.35	272,783	D
Common Stock, par value $0.001	06/30/2021		S⁽¹¹⁾		26,533	D	$5.354	246,250	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to purchase common stock, par value $0.001per share⁽¹⁾	$3.01	09/30/2021		A		25,000		⁽¹⁾	09/29/2026	Common Stock	25,000	⁽⁴⁾	707,500⁽⁵⁾	D
Options to purchase common stock, par value $0.001per share	$5.27	06/30/2021		A		25,000		⁽¹⁾	06/29/2026	Common Stock	25,000	⁽⁴⁾	682,500⁽⁵⁾	D
Options to purchase common stock, par value $0.001per share	$0.06	05/17/2021		M			9,533	10/04/2017⁽³⁾	10/02/2027	Common Stock	9,533	⁽⁴⁾	657,500⁽⁵⁾	D
Options to purchase common stock, par value $0.001per share	$0.06	04/19/2021		M			26,500	10/04/2017⁽³⁾	10/02/2027	Common Stock	26,500	⁽⁴⁾	667,033⁽⁵⁾	D
Options to purchase common stock, par value $0.001per share	$6.26	03/31/2021		A		15,000		⁽¹⁾	03/30/2026	Common Stock	15,000	⁽⁴⁾	693,533⁽⁵⁾	D
Options to purchase common stock, par value $0.001per share	$0.06	03/17/2021		M			26,500	10/04/2017⁽³⁾	10/02/2027	Common Stock	26,500	⁽⁴⁾	678,533⁽⁵⁾	D
Options to purchase common stock, par value $0.001per share	$0.06	02/17/2021		M			26,500	10/04/2017⁽³⁾	10/02/2027	Common Stock	26,500	⁽⁴⁾	705,033⁽⁵⁾	D
Options to purchase common stock, par value $0.001per share	$0.06	01/19/2021		M			26,500	10/04/2017⁽³⁾	10/02/2027	Common Stock	26,500	⁽⁴⁾	731,533⁽⁵⁾	D
Options to purchase common stock, par value $0.001per share	$6	12/31/2020		A		15,000		⁽¹⁾	12/30/2025	Common Stock	15,000	⁽⁴⁾	758,033⁽⁵⁾	D
Options to purchase common stock, par value $0.001per share	$5.2	12/21/2020		A		125,000		⁽¹⁾	12/20/2025	Common Stock	125,000	⁽⁴⁾	743,033⁽⁵⁾	D

Explanation of Responses:

1. The stock option exercises reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 08/03/2020.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 08/03/2020.

3. The options become exercisable and vest in equal monthly installments over a two-year period commencing on the Transaction Date.

4. The options and restricted stock units were issued as incentive compensation for services under the Company's 2017 Omnibus Equity Incentive Plan.

5. Aggregate number of stock options beneficially owned as of the Transaction Date irrespective of exercise price and expiration date.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.70 to $10.80.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.25 to $14.47.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.11 to $7.20.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.00 to $5.05.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.29 to $4.33.

11. Reflects vested restricted stock units. The restricted stock units were performance based awards granted as a part of the Company's 2019 Bonus Plan under the 2017 Omnibus Equity Incentive Plan.

12. Reflects restricted stock units that vest monthly over a one-year period.

	/s/ Nicole Fernandez-McGovern	10/01/2021
	** 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).
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