SEC Form 4 · accession 0001127602-18-009421
AEROJET ROCKETDYNE HOLDINGS, INC. · AJRD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John D. Schumacher
Officer — VP, Washington Operations
Period of report
Feb 27, 2018
Accepted (ET)
Mar 1, 2018 · 6:08 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 StockF1 | Feb 27, 2018 | D | 7,636 | $27.25 | D | 85,587 | D | |
| Common Stock | Feb 27, 2018 | F | 4,165 | $27.25 | D | 81,422 | D | |
| Common StockF2 | Feb 27, 2018 | A | 20,526 | $0.00 | A | 101,948 | D | |
| Common StockF3 | Feb 27, 2018 | A | 596 | $0.00 | A | 102,544 | D | |
| Common StockF4 | Feb 27, 2018 | A | 2,611 | $0.00 | A | 105,155 | D | |
| Common StockF5 | holding | — | — | — | 2,316 | I | By Plan Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation Right | $27.25 | Feb 27, 2018 | A | 10,569 | A | Feb 27, 2021 | Feb 27, 2025 | Common Stock | 10,569 | 10,569 | D |
Explanation of responses
- F1Performance-based restricted stock forfeited due to failure to achieve maximum performance targets for FY2017.
- F2Grant to Reporting Person of restricted stock under the Amended and Restated 2009 Equity and Performance Incentive Plan. Restricted stock will vest based on meeting certain performance targets for FY2020.
- F3Grant 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 February 27, 2019, February 27, 2020 and February 27, 2021.
- F4Grant to Reporting Person of restricted stock under the Amended and Restated 2009 Equity and Performance Incentive Plan. Such restricted stock will vest as follows: 1/3 to vest upon the attainment of a share price of $34 no later than December 31, 2020, an additional 1/3 to vest upon the attainment of a share price of $38 no later than December 31, 2021, and an additional 1/3 to vest upon the attainment of a share price of $42 no later than December 31, 2022, 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.
- F5Shares held in the Aerojet Rocketdyne Retirement Savings Plan Trust (Plan Trust) as of February 23, 2018 which reflects the value in the participant's account as per the Plan Administrator's records. The number of shares reported is calculated by dividing the dollar value of the participant's account by the closing market price of the stock on the day reported above. This calculation yields only the approximate number of shares in the participant's account because the cash component in the Plan Trust (target 2%) is allocated to each participant's account on a pro rata basis, and the cash component varies based on overall activity of all participants in the Plan Trust. The number shown has been rounded down to the nearest whole number.