SEC Form 4 · accession 0001127602-16-067536
AEROJET ROCKETDYNE HOLDINGS, INC. · AJRD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R Henderson
Director
Period of report
Nov 11, 2016
Accepted (ET)
Nov 17, 2016 · 2:07 pm EST
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 | Nov 15, 2016 | A | 681 | $0.00 | A | 38,298 | I | By Rabbi Trust |
| Common Stock | Nov 15, 2016 | A | 340 | $0.00 | A | 38,638 | I | By Rabbi Trust |
| Common Stock | Nov 11, 2016 | M | 32,936 | $4.63 | A | 139,189 | D | |
| Common Stock | Nov 11, 2016 | D | 32,936 | $20.27 | D | 106,253 | D | |
| Common Stock | Nov 11, 2016 | M | 19,576 | $6.01 | A | 125,829 | D | |
| Common Stock | Nov 11, 2016 | D | 19,576 | $20.27 | D | 106,253 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF4 | $4.63 | Nov 11, 2016 | M | 32,936 | D | — | Mar 24, 2017 | Common Stock | 32,936 | 0 | D |
| Stock Appreciation RightF5 | $6.01 | Nov 11, 2016 | M | 19,576 | D | — | Mar 30, 2018 | Common Stock | 19,576 | 0 | D |
Explanation of responses
- F1Effective March 24, 2010, the Board of Directors approved a Director Compensation Program which allows Directors to elect to receive Aerojet Rocketdyne Holdings, Inc. common stock in lieu of their cash compensation. The number of shares of common stock shown reflects the common stock this Reporting Person is entitled to receive in lieu of his annual cash retainer fee paid quarterly
- F2Shares of common stock held by a "rabbi trust" receipt of which has been deferred by the Reporting Person pursuant to the Aerojet Rocketdyne Holdings, Inc. Deferred Compensation Plan for Directors.
- F3Pursuant to the Director Compensation Program, if a Director elects to receive common stock in lieu of at least 50% of his cash compensation, the Company will grant restricted shares equal in value to 50% of the amount of cash compensation he elects to receive in common stock. Such restricted shares will vest on the earlier of (i) the date of the Director's retirement from the Board, and (ii) one year after the grant date. The number of shares of common stock shown reflects the grant of restricted shares.
- F4The Stock Appreciation Right vested in 50% increments on 9/24/10 and 3/24/11.
- F5The Stock Appreciation Right vested in 50% increments on 9/30/11 and 3/30/12.