SEC Form 4 · accession 0000921895-16-005562
AEROJET ROCKETDYNE HOLDINGS, INC. · AJRD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Warren G Lichtenstein
Officer — Executive Chairman · Director
Period of report
Aug 19, 2016
Accepted (ET)
Aug 22, 2016 · 6:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000040888
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, Par Value $0.10F1 | Aug 19, 2016 | A | 180,000 | $0.00 | A | 248,753 | I | By Rabbi Trust |
| Common Stock, Par Value $0.10F2 | Aug 19, 2016 | A | 200,000 | $0.00 | A | 448,753 | I | By Rabbi Trust |
| Common Stock, Par Value $0.10 | holding | — | — | — | 82,920 | D | ||
| Common Stock, Par Value $0.10F3 | holding | — | — | — | 5,000 | I | By Steel Partners, Ltd. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F4 | $18.01 | Aug 19, 2016 | A | 200,000 | A | — | Aug 19, 2023 | Common Stock | 200,000 | 200,000 | D |
Explanation of responses
- F1Grant to Reporting Person of restricted stock under the Amended and Restated 2009 Equity and Performance Incentive Plan. Such shares of restricted stock will vest in 1/3 increments on August 3, 2017, August 3, 2018 and August 3, 2019.
- F2Grant to Reporting Person of restricted stock under the Amended and Restated 2009 Equity and Performance Incentive Plan. Such shares of restricted stock will vest as follows: 1/3 to vest upon the attainment of a share price of $22 no later than August 19, 2019, an additional 1/3 to vest upon the attainment of a share price of $24 no later than August 19, 2020, and an additional 1/3 to vest upon the attainment of a share price of $26 no later than August 19, 2021, with the share price in all cases being determined on the basis of the 20-day volume weighted average price of the Company's common stock.
- F3Mr. Lichtenstein, as the Chief Executive Officer of Steel Partners, Ltd. ("SPL"), may be deemed to beneficially own the shares of common stock owned directly by SPL. Mr. Lichtenstein disclaims beneficial ownership of the shares of common stock of the Company owned directly by SPL except to the extent of his pecuniary interest therein.
- F4Grant to Reporting Person of stock options under the Amended and Restated 2009 Equity and Performance Incentive Plan. Such stock options will vest as follows: 1/3 to vest upon the attainment of a share price of $23 no later than August 19, 2019, an additional 1/3 to vest upon the attainment of a share price of $25 no later than August 19, 2020, and an additional 1/3 to vest upon the attainment of a share price of $27 no later than August 19, 2021, with the share price in all cases being determined on the basis of the 20-day volume weighted average price of the Company's common stock.