Sec Form 4 Filing - Fernandez-McGovern Nicole M. @ AgEagle Aerial Systems Inc. - 2020-12-26

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 Fernandez-McGovern Nicole M. 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 (Last) (First) (Middle) C/O AGEAGLE AERIAL SYSTEMS INC., 8863 E. 34TH STREET NORTH 3. Date of Earliest Transaction (MM/DD/YY) 12/26/2020 (Street) WICHITA, KS67226 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, 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 (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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fernandez-McGovern Nicole M. C/O AGEAGLE AERIAL SYSTEMS INC. 8863 E. 34TH STREET NORTH WICHITA, KS67226 Chief Financial Officer Signatures /s/ Nicole Fernandez-McGovern 10/01/2021 Signature of Reporting Person Date

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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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