UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Aeropostale, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
007865108
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(CUSIP Number)
March 31, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP No. 007865108
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only). Invesco Ltd.
Invesco Aim Advisors, Inc.
Invesco Aim Capital Management, Inc.
Invesco Asset Management Deutschland GmbH
Invesco Asset Management Limited
Invesco Institutional (N.A.), Inc.
Invesco National Trust Company - US
Invesco PowerShares Capital Management LLC
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2. Check the Appropriate Box if a Member of a Group (see Instructions)
(a)
(b)
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3. SEC Use Only _______________________________________________
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4. Citizenship or Place of Organization Invesco Ltd. - Bermuda
Invesco Aim Advisors, Inc. - US
Invesco Aim Capital Management, Inc. - US
Invesco Asset Management Deutschland GmbH - Germany
Invesco Asset Management Limited - US
Invesco Institutional (N.A.), Inc. - US
Invesco National Trust Company - US
Invesco PowerShares Capital Management LLC - US
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5. Sole Voting Power 4,306,996: Such
shares are held by the following
entities in the respective amounts
listed:
Invesco Aim Advisors, Inc. - 2,329,143
Invesco Aim Capital Management, Inc. - 107,230
Invesco Asset Management Deutschland GmbH - 35,491
Invesco Asset Management Limited - 20,102
Invesco Institutional (N.A.), Inc. - 1,714,351
Invesco National Trust Company - 389
Invesco PowerShares Capital Management LLC - 100,290
Number of Shares ---------------------------------------------------------------
Beneficially
Owned by Each
Reporting 6. Shared Voting Power ______-0-______
Person With
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7. Sole Dispositive Power 4,306,996: Such
shares are held by the following
entities in the respective amounts
listed:
Invesco Aim Advisors, Inc. - 2,329,143
Invesco Aim Capital Management, Inc. - 107,230
Invesco Asset Management Deutschland GmbH - 35,491
Invesco Asset Management Limited - 20,102
Invesco Institutional (N.A.), Inc. - 1,714,351
Invesco National Trust Company - 389
Invesco PowerShares Capital Management LLC - 100,290
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8. Shared Dispositive Power ______-0-______
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9. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,306,996
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) N/A
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11. Percent of Class Represented by Amount in Row (9) 6.43%
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12. Type of Reporting Person (See Instructions)
IA, HC. See Items 2 and 3 of this statement.
SCHEDULE 13G
Item 1(a) Name of Issuer:
Aeropostale, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
112 West 34th ST
New York, NY 10120
Item 2(a) Name of Person Filing:
Invesco Ltd.
In accordance with Securities and Exchange Commission Release
No. 34-39538 (January 12, 1998), this statement on Schedule 13G
or amendment thereto is being filed by Invesco Ltd.
("Invesco"), a Bermuda Company, on behalf of itself and its
subsidiaries listed in Item 4 of the cover of this statement.
Invesco through such subsidiaries provides investment
management services to institutional and individual investors
worldwide.
Executive officers and directors of Invesco or its subsidiaries
may beneficially own shares of the securities of the issuer to
which this statement relates (the "Shares"), and such Shares
are not reported in this statement. Invesco and its
subsidiaries disclaim beneficial ownership of Shares
beneficially owned by any of their executive officers and
directors. Each of Invesco's direct and indirect subsidiaries
also disclaim beneficial ownership of Shares beneficially owned
by Invesco and any other subsidiary.
Item 2(b) Address of Principal Business Office:
1360 Peachtree Street NE
Atlanta, GA 30309
United States
Item 2(c) Citizenship:
See the response to Item 2(a) of this statement.
Item 2(d) Title of Class of Securities:
Common Stock, .01 par value per share
Item 2(e) CUSIP Number:
007865108
Item 3 If this statement is filed pursuant to ss240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(e) [x] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E)
(g) [x] A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G)
As noted in Item 2 above, Invesco is making this filing on
behalf of its subsidiaries listed herein. Each of these
entities is either an investment adviser registered with the
United States Securities and Exchange Commission under Section
203 of the Investment Advisers Act of 1940, as amended, or
under similar laws of other jurisdictions. Invesco is a holding
company.
Item 4 Ownership:
Please see responses to Items 5-8 on the cover of this
statement, which are incorporated herein by reference.
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ]
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being reported on By the Parent Holding
Company:
Please see Item 3 of this statement, which is incorporated
herein by reference.
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of a Group:
N/A
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
Signature:
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
04/09/2008
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Date
Invesco Ltd.
By: /s/ Lisa Brinkley
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Lisa Brinkley
Global Compliance Director