SEC Form 4 · accession 0001209191-15-017384
Booz Allen Hamilton Holding Corp · BAH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ralph W Shrader
Director
Period of report
Feb 20, 2015
Accepted (ET)
Feb 23, 2015 · 6:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001443646
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Feb 20, 2015 | M | 140,000 | $4.28 | A | 197,096 | D | |
| Class A Common StockF2,F1 | Feb 20, 2015 | D | 140,000 | $30.1174 | D | 57,096 | D | |
| Class A Common StockF3 | holding | — | — | — | 1,679,076 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4 | $4.28 | Feb 20, 2015 | M | 46,670 | D | — | Mar 1, 2015 | Class A Common Stock | 46,670 | 0 | D |
| Employee Stock Option (right to buy)F5 | $4.28 | Feb 20, 2015 | M | 32,670 | D | — | Mar 1, 2015 | Class A Common Stock | 32,670 | 0 | D |
| Employee Stock Option (right to buy)F6 | $4.28 | Feb 20, 2015 | M | 60,660 | D | — | Mar 1, 2015 | Class A Common Stock | 60,660 | 0 | D |
Explanation of responses
- F1Includes shares of Class A restricted common stock.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.10 to $30.22, inclusive. The reporting person undertakes to provide to Booz Allen Hamilton Holding Corporation, any of its security holders, or 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.
- F3Shares held by Ralph W. Shrader Revocable Trust.
- F4These options vested and became exercisable on June 30, 2009, 2010, 2011, 2012 and 2013 subject to the reporting person's continued employment.
- F5These options vested and became exercisable on June 30, 2009, 2010, 2011, 2012 and 2013 subject to the achievement of cumulative cash flow performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied.
- F6These options vested and became exercisable on June 30, 2009, 2010, 2011, 2012 and 2013 subject to the achievement of EBITDA performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied.