SEC Form 4 · accession 0001443646-16-000211
Booz Allen Hamilton Holding Corp · BAH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph W Mahaffee
Officer — EVP, CAO and CISO
Period of report
Nov 2, 2016
Accepted (ET)
Nov 4, 2016 · 1:41 pm EDT
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,F2 | Nov 2, 2016 | M | 40,653 | $4.28 | A | 187,163 | D | |
| Class A Common StockF3,F4,F2 | Nov 2, 2016 | S | 40,653 | $32.0443 | D | 146,510 | D | |
| Class A Common StockF1,F2 | Nov 3, 2016 | M | 19,347 | $4.28 | A | 165,857 | D | |
| Class A Common StockF3,F5,F2 | Nov 3, 2016 | S | 19,347 | $32.0117 | D | 146,510 | D | |
| Class A Common StockF6 | holding | — | — | — | 91,795 | 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)F7 | $4.28 | Nov 2, 2016 | M | 40,653 | D | — | Nov 19, 2018 | Class A Common Stock | 40,653 | 189,347 | D |
| Employee Stock Option (right to buy)F7 | $4.28 | Nov 3, 2016 | M | 19,347 | D | — | Nov 19, 2018 | Class A Common Stock | 19,347 | 170,000 | D |
Explanation of responses
- F1The exercise of options reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 8, 2016.
- F2Includes shares of Class A restricted common stock and restricted stock units.
- F3The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 8, 2016.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.12, 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.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.08, 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.
- F6Shares held by the Joseph W. Mahaffee Revocable Trust.
- F7All options are currently vested. Options vested and became exercisable ratably on June 30, 2009, 2010, 2011, 2012 and 2013, subject to the Reporting Person's continued employment, and, in certain circumstances, achievement of EBITDA or cash flow performance goals.