Sec Form 4 Filing - Slezak Edward @ AEROPOSTALE INC - 2012-03-29

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Slezak Edward
2. Issuer Name and Ticker or Trading Symbol
AEROPOSTALE INC [ ARO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr VP - General Counsel
(Last) (First) (Middle)
C/O AEROPOSTALE, INC., 112 W 34TH ST
3. Date of Earliest Transaction (MM/DD/YY)
03/29/2012
(Street)
NEW YORK, NY10120
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 03/29/2012 A 10,998 ( 1 ) A 54,098 D
Common Stock 03/29/2012 F( 2 ) 4,123 D $ 22.01 49,975 D
Common Stock 04/02/2012 S 23,358 D $ 21.906 26,617 ( 3 ) 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 (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
Stock Options $ 17.82 04/02/2012 M 4,500 ( 4 ) 03/28/2015 Common Stock 4,500 $ 21.906 0 D
Stock Options $ 18.86 04/02/2012 M 4,613 ( 5 ) 03/25/2016 Common Stock 4,613 $ 21.906 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Slezak Edward
C/O AEROPOSTALE, INC.
112 W 34TH ST
NEW YORK, NY10120
Sr VP - General Counsel
Signatures
/s/ Joseph Pachella as attorney-in-fact for Edward M Slezak. 04/02/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Issuer's compensation program; these are performance based shares of the Issuers common stock issued to the Reporting Person on March 29, 2012.
( 2 )Pursuant to a previous election by the Reporting Person this sale of Common Stock was made for the purpose of satisfying the Reporting Person's tax liability related to the March 29, 2012 vesting of performance based shares of the issuer's common stock.
( 3 )Included in these shares are 4,721 restricted shares of common stock that vest on March 26, 2013,5,572 restricted shares of common stock that vest on March 25, 2014, and 16,324 restricted shares of common stock that vest on June 5, 2014.
( 4 )These shares vested at 25% per year over four years from the grant date of March 28, 2007.
( 5 )These shares vested at 25% per year over four years from the grant date of March 25, 2008.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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