Booz Allen Hamilton
Booz Allen Hamilton Holding Corp (Form: SC 13D/A, Received: 11/19/2012 17:05:38)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

 

 

Booz Allen Hamilton Holding Corporation

(Name of Issuer)

 

 

Class A Common Stock, $.01 par value

(Title of Class of Securities)

099502106

(CUSIP Number)

Jeffrey Ferguson

The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington, D.C. 20004

(202) 729-5626

with copies to:

Douglas S. Manya

Booz Allen Hamilton Inc.

8283 Greensboro Drive

McLean, Virginia 22102

(703) 902-5000

Matthew E. Kaplan

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

(212) 909-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 7, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ¨

 

 

 


CUSIP No. 099502106   13 D  

 

  1   

NAME OF REPORTING PERSON.

 

Explorer Coinvest LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    102,747,561 (1) shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    95,660,000 shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    102,747,561 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    77.58% (1)(2)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO (Limited Liability Company)

 

(1) Includes 7,087,561 shares over which Explorer Coinvest LLC holds a voting proxy with respect to certain matters. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.”
(2) All share percentage calculations in this Amendment to Schedule 13D are based on 132,434,852 outstanding shares of Class A common stock.


  1   

NAME OF REPORTING PERSON.

 

Explorer Manager, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    102,747,561 (1) shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    95,660,000 shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    102,747,561 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    77.58% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO (Limited Liability Company)

 

(1) Includes 7,087,561 shares over which Explorer Coinvest LLC holds a voting proxy with respect to certain matters. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.”


  1   

NAME OF REPORTING PERSON.

 

TC Group V Managing GP, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0 shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    0 shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    0 shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO (Limited Liability Company)


  1   

NAME OF REPORTING PERSON.

 

TC Group Sub, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0 shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    0 shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    0 shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    PN


  1   

NAME OF REPORTING PERSON.

 

TC Group L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0 shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    0 shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    0 shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO (Limited Liability Company)


  1   

NAME OF REPORTING PERSON.

 

Carlyle Holdings I L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0 shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    0 shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    0 shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    PN


  1   

NAME OF REPORTING PERSON.

 

Carlyle Holding I GP Sub L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0 shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    0 shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    0 shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO (Limited Liability Corporation)


  1   

NAME OF REPORTING PERSON.

 

Carlyle Holdings I GP Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0 shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    0 shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    0 shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    CO


  1   

NAME OF REPORTING PERSON.

 

The Carlyle Group L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0 shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    0 shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    0 shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    PN


  1   

NAME OF REPORTING PERSON.

 

Carlyle Group Management L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    0 shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    0 shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    0 shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO (Limited Liability Corporation)


  1   

NAME OF REPORTING PERSON.

 

Ralph W. Shrader

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    159,945 (1) shares

     8   

SHARED VOTING POWER

 

    1,587,929 (1) shares

     9   

SOLE DISPOSITIVE POWER

 

    159,945 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    1,939,394 (1) shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    2,099,339 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    1.58% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) Includes shares pursuant to which the reporting person has granted a voting proxy with respect to certain matters to Explorer Coinvest LLC. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Excludes shares of common stock beneficially owned by the other parties to the Amended and Restated Stockholders Agreement, dated as of November 8, 2010 and amended as of June 12, 2012 (the “Stockholders Agreement”). The reporting person disclaims beneficial ownership of such excluded shares. See “Item 6—Stockholders Agreement.”


  1   

NAME OF REPORTING PERSON.

 

Francis J. Henry, Jr.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    214,250 (1) shares

     8   

SHARED VOTING POWER

 

    190,209 (1) shares

     9   

SOLE DISPOSITIVE POWER

 

    214,250 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    190,209 (1) shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    404,459 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0.30% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) Includes shares over which the reporting person has granted a voting proxy with respect to certain matters to Explorer Coinvest LLC. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Excludes shares of common stock beneficially owned by the other parties to the Stockholders Agreement. The reporting person disclaims beneficial ownership of such excluded shares. See “Item 6—Stockholders Agreement.”


  1   

NAME OF REPORTING PERSON.

 

Lloyd Howell, Jr.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    226,992 (1) shares

     8   

SHARED VOTING POWER

 

    36,990 (1) shares

     9   

SOLE DISPOSITIVE POWER

 

    226,992 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    36,990 (1) shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    263,982 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0.20% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) Includes shares over which the reporting person has granted a voting proxy with respect to certain matters to Explorer Coinvest LLC. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Excludes shares of common stock beneficially owned by the other parties to the Stockholders Agreement. The reporting person disclaims beneficial ownership of such excluded shares. See “Item 6—Stockholders Agreement.”


  1   

NAME OF REPORTING PERSON.

 

Joseph Logue

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    251,604 (1) shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    251,604 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    251,604 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0.19% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) Includes shares over which the reporting person has granted a voting proxy with respect to certain matters to Explorer Coinvest LLC. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Excludes shares of common stock beneficially owned by the other parties to the Stockholders Agreement. The reporting person disclaims beneficial ownership of such excluded shares. See “Item 6—Stockholders Agreement.”


  1   

NAME OF REPORTING PERSON.

 

Joseph W. Mahaffee

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    382,615 (1) shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    382,615 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    382,615 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0.29% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) Includes shares over which the reporting person has granted a voting proxy with respect to certain matters to Explorer Coinvest LLC. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Excludes shares of common stock beneficially owned by the other parties to the Stockholders Agreement. The reporting person disclaims beneficial ownership of such excluded shares. See “Item 6—Stockholders Agreement.”


  1   

NAME OF REPORTING PERSON.

 

John D. Mayer

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    429,132 (1) shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    429,132 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    429,132 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0.32% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) Includes shares over which the reporting person has granted a voting proxy with respect to certain matters to Explorer Coinvest LLC. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Excludes shares of common stock beneficially owned by the other parties to the Stockholders Agreement. The reporting person disclaims beneficial ownership of such excluded shares. See “Item 6—Stockholders Agreement.”


  1   

NAME OF REPORTING PERSON.

 

John M. McConnell

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    315,833 (1) shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    315,833 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    315,833 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0.24% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) Includes shares over which the reporting person has granted a voting proxy with respect to certain matters to Explorer Coinvest LLC. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Excludes shares of common stock beneficially owned by the other parties to the Stockholders Agreement. The reporting person disclaims beneficial ownership of such excluded shares. See “Item 6—Stockholders Agreement.”


  1   

NAME OF REPORTING PERSON.

 

Robert S. Osborne

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    141,332 (1) shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    141,332 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    141,332 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0.11% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) Includes shares over which the reporting person has granted a voting proxy with respect to certain matters to Explorer Coinvest LLC. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Excludes shares of common stock beneficially owned by the other parties to the Stockholders Agreement. The reporting person disclaims beneficial ownership of such excluded shares. See “Item 6—Stockholders Agreement.”


  1   

NAME OF REPORTING PERSON.

 

Patrick F. Peck

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    175,117 (1) shares

     8   

SHARED VOTING POWER

 

    9,540 (1) shares

     9   

SOLE DISPOSITIVE POWER

 

    175,117 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    9,540 (1) shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    184,657 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0.14% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) Includes shares over which the reporting person has granted a voting proxy with respect to certain matters to Explorer Coinvest LLC. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Excludes shares of common stock beneficially owned by the other parties to the Stockholders Agreement. The reporting person disclaims beneficial ownership of such excluded shares. See “Item 6—Stockholders Agreement.”


  1   

NAME OF REPORTING PERSON.

 

Horacio D. Rozanski

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    325,373 (1) shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    325,373 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    325,373 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0.25% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) Includes shares over which the reporting person has granted a voting proxy with respect to certain matters to Explorer Coinvest LLC. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Excludes shares of common stock beneficially owned by the other parties to the Stockholders Agreement. The reporting person disclaims beneficial ownership of such excluded shares. See “Item 6—Stockholders Agreement.”


  1   

NAME OF REPORTING PERSON.

 

Samuel R. Strickland

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    656,461 (1) shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    656,461 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    656,461 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0.49% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) Includes shares over which the reporting person has granted a voting proxy with respect to certain matters to Explorer Coinvest LLC. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Excludes shares of common stock beneficially owned by the other parties to the Stockholders Agreement. The reporting person disclaims beneficial ownership of such excluded shares. See “Item 6—Stockholders Agreement.”


  1   

NAME OF REPORTING PERSON.

 

Ronald T. Kadish

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    58,030 (1) shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    58,030 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    58,030 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0.04% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) Includes shares over which the reporting person has granted a voting proxy with respect to certain matters to Explorer Coinvest LLC. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Excludes shares of common stock beneficially owned by the other parties to the Stockholders Agreement. The reporting person disclaims beneficial ownership of such excluded shares. See “Item 6—Stockholders Agreement.”


  1   

NAME OF REPORTING PERSON.

 

Gary D. Labovich

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    177,470 (1) shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    177,470 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    177,470 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0.13% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) Includes shares over which the reporting person has granted a voting proxy with respect to certain matters to Explorer Coinvest LLC. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Excludes shares of common stock beneficially owned by the other parties to the Stockholders Agreement. The reporting person disclaims beneficial ownership of such excluded shares. See “Item 6—Stockholders Agreement.”


  1   

NAME OF REPORTING PERSON.

 

Richard J. Wilhelm

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    197,065 (1) shares

     8   

SHARED VOTING POWER

 

    82,700 shares

     9   

SOLE DISPOSITIVE POWER

 

    197,065 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    82,700 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    279,765 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0.21% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) Includes shares over which the reporting person has granted a voting proxy with respect to certain matters to Explorer Coinvest LLC. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Excludes shares of common stock beneficially owned by the other parties to the Stockholders Agreement. The reporting person disclaims beneficial ownership of such excluded shares. See “Item 6—Stockholders Agreement.”


  1   

NAME OF REPORTING PERSON.

 

Karen M. Dahut

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    113,793 (1) shares

     8   

SHARED VOTING POWER

 

    10,455 shares

     9   

SOLE DISPOSITIVE POWER

 

    113,793 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    10,455 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    124,248 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0.09% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) Includes shares over which the reporting person has granted a voting proxy with respect to certain matters to Explorer Coinvest LLC. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Excludes shares of common stock beneficially owned by the other parties to the Stockholders Agreement. The reporting person disclaims beneficial ownership of such excluded shares. See “Item 6—Stockholders Agreement.”


  1   

NAME OF REPORTING PERSON.

 

Elizabeth M. Thompson

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    92,886 (1) shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    92,886 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    92,886 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0.07% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) Includes shares over which the reporting person has granted a voting proxy with respect to certain matters to Explorer Coinvest LLC. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Excludes shares of common stock beneficially owned by the other parties to the Stockholders Agreement. The reporting person disclaims beneficial ownership of such excluded shares. See “Item 6—Stockholders Agreement.”


  1   

NAME OF REPORTING PERSON.

 

Mark Gerencser

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)   x         (b)   ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

    OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    146,823 (1) shares

     8   

SHARED VOTING POWER

 

    0 shares

     9   

SOLE DISPOSITIVE POWER

 

    146,823 (1) shares

   10   

SHARED DISPOSITIVE POWER

 

    0 shares

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    146,823 (1) shares

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     x (1)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

 

    0.11% (1)

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN


Amendment No. 6 to Schedule 13D

This Amendment to Schedule 13D is being filed to report the addition of Explorer Manager, L.L.C. and Mark Gerencser as reporting persons and to remove TC Group V Managing GP, L.L.C.,TC Group Sub, L.P., TC Group, L.L.C., Carlyle Holdings I L.P., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I GP Inc., The Carlyle Group L.P. and Carlyle Group Management L.L.C., Ronald Kadish, Gary Labovich, Joseph Mahaffee and Patrick Peck as reporting persons. The Schedule 13D originally filed on December 16, 2010, as amended by the Schedule 13D/A filed on April 4, 2011, the Schedule 13D/A filed on July 15, 2011, the Schedule 13D/A filed on August 12, 2011, the Schedule 13D/A filed on December 9, 2011, and the Schedule 13D/A filed on June 22, 2012 is hereby further amended and supplemented as set forth below in this Amendment No. 6.

 

Item 2. Identity and Background

Item 2 is hereby amended by adding the following to the end of the table listing the name, address, principal business/occupation and citizenship of Exlorer Manager, L.L.C. and Mark Gerencser (together, the “ New Reporting Persons ”) and the deletion of the information with respect to Carlyle Partners V US, L.P., TC Group V US, L.P., TC Group V US, L.L.C., TC Group Investment Holdings, L.P., TCG Holdings II, L.P., DBD Investors V, L.L.C. and DBD Investors V Holdings, L.L.C..

 

Name

 

Address of

Business/Principal Office

 

Principal Business/Occupation

 

Jurisdiction of

Organization/

Citizenship

Explorer Manager, L.L.C.  

c/o The Carlyle Group

1001 Pennsylvania Avenue, NW,

Suite 220S

Washington, DC 20004

  Private investment fund and managing member of Explorer Coinvest LLC   Delaware
Mark Gerencser  

c/o Booz Allen Hamilton

Holding Corporation

8283 Greensboro Drive

McLean, Virginia 22102

  Executive Vice President  

United States of

America

Neither of the New Reporting Persons has, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended to add the following to the end of this section:

Mr. Gerencser acquired his shares of Class A common stock by: (1) exchanging shares of Booz Allen Hamilton Inc. and options to acquire shares of Booz Allen Hamilton Inc. for Booz Allen Hamilton Holding Corporation’s Class A common stock and Class C common stock in connection with the acquisition of Booz Allen Hamilton Inc. by Explorer Coinvest LLC (as described in the original filing of this Schedule 13D); and/or (2) in connection with options received as compensation, using personal funds to pay the exercise price of shares acquired on exercise.

Mr. Wilhelm acquired 25,443 additional shares of Class A common stock upon the exercise of stock options previously granted to him under the Booz Allen Hamilton Holding Corporation Officers’ Rollover Stock Plan for an aggregate exercise price of $254.44 using personal funds.

Mr. Labovich acquired 24,811 additional shares of Class A common stock upon the exercise of stock options previously granted to him under the Booz Allen Hamilton Holding Corporation Officers’ Rollover Stock Plan for an aggregate exercise price of $248.11 using personal funds.


Mr. Henry acquired 33,078 additional shares of Class A common stock upon the exercise of stock options previously granted to him under the Booz Allen Hamilton Holding Corporation Officers’ Rollover Stock Plan for an aggregate exercise price of $330.78 using personal funds.

Mr. Logue acquired 31,012 additional shares of Class A common stock upon the exercise of stock options previously granted to him under the Booz Allen Hamilton Holding Corporation Officers’ Rollover Stock Plan for an aggregate exercise price of $310.12 using personal funds.

Mr. Peck acquired 47,450 shares of Class A common stock upon the exercise of stock options previously granted to him under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan and the Booz Allen Hamilton Holding Corporation Officers’ Rollover Stock Plan for an aggregate exercise price of $474.50. Mr. Peck funded such purchase through the sale of shares received on exercise.

Dr. Shrader acquired 79,396 shares of Class A common stock upon the exercise of stock options previously granted to him under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan and the Booz Allen Hamilton Holding Corporation Officers’ Rollover Stock Plan for an aggregate exercise price of $793.96. Dr. Shrader funded such purchase through the sale of shares received on exercise.

 

Item 4. Purpose of Transaction

Item 4 is amended by adding the following to the end thereof:

The purpose of the acquisitions of stock noted in Item 3 was for investment, to exercise expiring stock options and/or for liquidity purposes.

Explorer Manager, L.L.C. acquired beneficial ownership of issuer securities on October 12, 2012 as a result of an internal reorganization of the parent holding companies of Explorer Coinvest LLC.

 

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended in its entirety as follows:

(a)-(b) The responses of each of the persons filing this Amendment to Schedule 13D (each a “Reporting Person”) with respect to Rows 11, 12 and 13 of the cover pages of this Amendment to Schedule 13D that relate to the aggregate number and percentage of Class A common stock (including but not limited to footnotes to such information) are incorporated herein by reference. Such percentages were calculated based on 132,434,852 outstanding shares of Class A common stock.

The responses of each of the Reporting Persons with respect to Rows 7, 8, 9 and 10 of the cover pages of this Amendment to Schedule 13D that relate to the number of shares as to which each of the persons or entities referenced in Item 2 above has sole power or shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition (including but not limited to footnotes to such information) are incorporated herein by reference.

Each of Explorer Coinvest LLC and Explorer Manager, L.L.C. may be deemed to beneficially own 102,747,561 shares of Class A common stock, including 95,660,000 shares of Class A common stock owned directly by Explorer Coinvest LLC and 7,087,561 shares of Class A common stock over which Explorer Coinvest LLC holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters. See “Item 6—Irrevocable Proxy and Tag-Along Agreements.” Explorer Manager, L.L.C. is the managing member of Explorer Coinvest LLC. Explorer Manager, L.L.C. is managed by a seven member investment committee, which has dispositive power over the shares beneficially owned by it, and a three member management committee, which has the power to vote the shares beneficially owned by it. Each member of the investment committee and management committee of Explorer Manager, L.L.C. disclaims beneficial ownership of the shares beneficially owned by Explorer Manager, L.L.C.

Dr. Shrader may be deemed to beneficially own an aggregate of 2,099,339 shares of Class A common stock, including (i) 41,401 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan, (ii) 6,584 shares of Class A common stock held directly, (iii) 1,431,249 shares of Class A common stock held by the Ralph W. Shrader Revocable Trust, (iv) 156,680 shares of Class A common stock issuable upon conversion of an equal number of shares of


Class C common stock held by the Ralph W. Shrader Revocable Trust that may be converted within 60 days, (v) 111,960 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days and (vi) 351,465 shares of Class A common stock issuable upon conversion of an equal number of Class B common stock held by the Shrader Trust FBO Bryan Shrader, Shrader Trust FBO Jeffrey Shrader and Shrader Trust FBO Mark Shrader (collectively, the “Shrader Trusts”). Dr. Shrader shares investment power and voting power over the 1,431,249 shares held by the Ralph W. Shrader Revocable Trust with his wife, Janice W. Shrader. Dr. Shrader may be deemed to share power to direct the disposition of the 351,465 shares held by the Shrader Trusts because he has the right to substitute assets with the trusts (and thereby may be deemed to have the right to acquire shares held by the trusts), subject to the trustees’ reasonable satisfaction that the substitute assets received by the trusts are of equal value to the trust property exchanged therefor. Dr. Shrader disclaims beneficial ownership of the shares held by the Shrader Trusts.

Mr. Henry may be deemed to beneficially own an aggregate of 404,459 shares of Class A common stock, including (i) 29,381 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan, (ii) 3,168 shares of Class A common stock held directly, (iii) 190,209 shares of Class A common stock held by the Francis J. Henry, Jr. Trust, (iv) 39,290 shares of Class A common stock issuable upon conversion of an equal number of shares of Class C common stock that may be converted within 60 days, and (v) 174,960 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days. Mr. Henry shares investment and voting power over the shares held by the Francis J. Henry, Jr. Trust with his wife, Stephanie J. Henry.

Mr. Howell may be deemed to beneficially own an aggregate of 263,982 shares of Class A common stock, including (i) 29,381 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan, (ii) 12,616 shares of Class A common stock held directly, (iii) 36,990 shares of Class A common stock held by the Lloyd Howell, Jr. Trust, (iv) 6,765 shares of Class A common stock issuable upon conversion of an equal number of shares of Class C common stock that may be converted within 60 days and (v) 175,189 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days. Mr. Howell shares investment and voting power over the shares held by the Lloyd Howell, Jr. Trust with his wife, Patricia S. Howell.

Mr. Logue may be deemed to beneficially own an aggregate of 251,604 shares of Class A common stock, including (i) 29,381 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan, (ii) 62,263 shares of Class A common stock held directly, and (iii) 159,960 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days.

Mr. Mahaffee may be deemed to beneficially own an aggregate of 382,615 shares of Class A common stock, including (i) 29,381 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan, (ii) 91,795 shares of Class A common stock held by the Joseph W. Mahaffee Revocable Trust, (iii) 39,340 shares of Class A common stock issuable upon conversion of an equal number of shares of Class C common stock that may be converted within 60 days, and (iv) 219,080 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days. Mr. Mahaffee is the sole trustee of the Joseph W. Mahaffee Revocable Trust and has sole investment power and voting power over the shares held by the trust.

Mr. Mayer may be deemed to beneficially own an aggregate of 429,132 shares of Class A common stock, including (i) 29,381 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan, (ii) 139,377 shares of Class A common stock held directly, (iii) 61,330 shares of Class A common stock issuable upon conversion of an equal number of shares of Class C common stock that may be converted within 60 days, and (iv) 199,044 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days.

Mr. McConnell may be deemed to beneficially own an aggregate of 315,833 shares of Class A common stock, including (i) 37,395 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan and (ii) 275,000 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days.

Mr. Osborne may be deemed to beneficially own an aggregate of 141,332 shares of Class A common stock, including (i) 23,969 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan, 34,383 shares of Class A common stock held directly, (iii) 82,980 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days.

Mr. Peck may be deemed to beneficially own an aggregate of 184,657 shares of Class A common stock, including (i) 29,381 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan, (ii)


9,540 shares of Class A common stock held by the Patrick F. Peck Trust, (iii) 50,588 shares of Class A common stock issuable upon the conversion of an equal number of shares of Class C common stock that may be converted within 60 days and (iv) 91,980 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days. Mr. Peck shares investment and voting power over the shares held by the Patrick F. Peck Trust with his wife, Debra A. Peck.

Mr. Rozanski may be deemed to beneficially own an aggregate of 325,373 shares of Class A common stock, including (i) 29,381 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan, (ii) 122,798 shares of Class A common stock held directly, (iii) 43,995 shares of Class A common stock issuable upon the conversion of an equal number of shares of Class C common stock that may be converted within 60 days and (iv) 129,199 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days.

Mr. Strickland may be deemed to beneficially own an aggregate of 656,461 shares of Class A common stock, including (i) 37,395 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan, (ii) 65,669 shares of Class A common stock held directly, (iii) 215,040 shares of Class A common stock held by the Samuel Strickland Revocable Trust, (iv) 106,230 shares of Class A common stock issuable upon conversion of an equal number of shares of Class C common stock that may be converted within 60 days and (v) 232,127 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days. Mr. Strickland is the sole trustee of the Samuel Strickland Revocable Trust and has sole investment power and voting power over the shares held by the trust.

Mr. Kadish may be deemed to beneficially own an aggregate of 58,030 shares of Class A common stock, including (i) 9,893 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan, (ii) 18,047 shares of Class A common stock held directly and (iii) 30,090 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days.

Mr. Labovich may be deemed to beneficially own an aggregate of 177,470 shares of Class A common stock, including (i) 12,366 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan, (ii) 91,124 shares of Class A common stock held directly and (iii) 73,980 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days.

Mr. Wilhelm may be deemed to beneficially own an aggregate of 279,765 shares of Class A common stock, including (i) 29,381 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan (ii) 65,474 shares of Class A common stock held directly, (iii) 82,700 shares of Class A common stock held by the Richard J. Wilhelm Trust and (iv) 102,210 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days. Mr. Wilhelm shares investment and voting power over the shares held by the Richard J. Wilhelm Trust with his wife, K. Shelly Porges.

Ms. Dahut may be deemed to beneficially own an aggregate of 124,248 shares of Class A common stock, including (i) 9,893 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan, (ii) 47,920 shares of Class A common stock held directly, (iii) 10,455 shares of Class A common stock issuable upon conversion of an equal number of shares of Class C common stock held by the Karen M. Dahut Trust that may be converted within 60 days and (iv) 55,980 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days. Ms. Dahut shares investment power and voting power over the 10,455 shares held by the Karen M. Dahut Trust with her husband, William L. Dahut.

Ms. Thompson may be deemed to beneficially own an aggregate of 92,886 shares of Class A common stock, including (i) 7,627 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan and (ii) 84,960 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days.

Mr. Gerencser may be deemed to beneficially own an aggregate of 146,823 shares of Class A common stock, including (i) 37,395 shares of restricted Class A common stock granted under the Booz Allen Hamilton Holding Corporation Equity Incentive Plan, (ii) 60,013 shares of Class A common stock held directly, (iii) 21,425 shares of Class A common stock issuable upon the conversion of an equal number of shares of Class C common stock that may be converted within 60 days and (iv) 27,990 shares of Class A common stock issuable upon the exercise of options that may be exercised within 60 days.

(c) On September 14, 2012, Mr. Wilhelm exercised options to purchase 25,449 shares of Class A common stock at a per share exercise price of $0.01. Mr. Wilhelm sold to the Issuer, and the Issuer purchased for cash, 6 of such shares, which represented the total number of fractional options exercised and was required by the terms of the Booz Allen Hamilton Holding Corporation Officers’ Rollover Stock Plan.


On October 11, 2012, Mr. Logue exercised options to purchase 31,015.965 shares of Class A common stock at a per share exercise price of $0.01. Mr. Logue sold to the Issuer, and the Issuer purchased for cash, 3.965 of such shares, which represented the total number of fractional options exercised and was required by the terms of the Booz Allen Hamilton Holding Corporation Officers’ Rollover Stock Plan.

On October 24, 2012, Mr. Henry exercised options to purchase 33,083.7 shares of Class A common stock at a per share exercise price of $0.01. Mr. Henry sold to the Issuer, and the Issuer purchased for cash, 5.7 of such shares, which represented the total number of fractional options exercised and was required by the terms of the Booz Allen Hamilton Holding Corporation Officers’ Rollover Stock Plan.

On October 24, 2012, Mr. Labovich exercised options to purchase 24,812.773 shares of Class A common stock at a per share exercise price of $0.01. Mr. Labovich sold to the Issuer, and the Issuer purchased for cash, 1.773 of such shares, which represented the total number of fractional options exercised and was required by the terms of the Booz Allen Hamilton Holding Corporation Officers’ Rollover Stock Plan.

On November 5, 2012, Mr. Peck exercised options to purchase 7,893.671 shares of Class A common stock at a per share exercise price of $0.01. Mr Peck sold to the Issuer, and the Issuer purchased for cash, 0.671 of such shares, which represented the total number of fractional options exercised and was required by the terms of the Booz Allen Hamilton Holding Corporation Officers’ Rollover Stock Plan. Additionally, on November 5, 2012 Mr. Peck sold 7,893 of such shares pursuant to multiple transactions at the following share prices:

 

Shares

   Price  

5,759

   $ 14.15   

301

   $ 14.16   

1,833

   $ 14.17   

On November 6, 2012, Mr. Peck exercised options to purchase 39,560.758 shares of Class A common stock at a per share exercise price of $0.01. Mr Peck sold to the Issuer, and the Issuer purchased for cash, 3.758 of such shares, which represented the total number of fractional options exercised and was required by the terms of the Booz Allen Hamilton Holding Corporation Officers’ Rollover Stock Plan. Additionally, on November 6, 2012 Mr. Peck sold 39,557 of such shares pursuant to multiple transactions at the following share prices:

 

Shares

   Price  

16,242

   $ 14.15   

800

   $ 14.1550   

200

   $ 14.1601   

800

   $ 14.1605   

5,800

   $ 14.1600   

600

   $ 14.1650   

5,322

   $ 14.1700   

9,393

   $ 14.1705   

400

   $ 14.1800   


On November 6, 2012, Dr. Shrader exercised options to purchase 79,400.88 shares of Class A common stock at a per share exercise price of $0.01. Dr Shrader sold to the Issuer, and the Issuer purchased for cash, 4.88 of such shares, which represented the total number of fractional options exercised and was required by the terms of the Booz Allen Hamilton Holding Corporation Officers’ Rollover Stock Plan. Additionally, on November 6, 2012 Dr. Shrader sold 79,396 of such shares pursuant to multiple transactions at the following share prices:

 

Shares

   Price  

8,579

   $ 14.1200   

10,300

   $ 14.1300   

17,493

   $ 14.1400   

3,859

   $ 14.1500   

1,950

   $ 14.1600   

2,500

   $ 14.1700   

2,167

   $ 14.1800   

1,100

   $ 14.1050   

700

   $ 14.1350   

1,200

   $ 14.1900   

3,300

   $ 14.2000   

1,300

   $ 14.1805   

400

   $ 14.1405   

1,900

   $ 14.1205   

200

   $ 14.1005   

200

   $ 14.1105   

300

   $ 14.0800   

2,900

   $ 14.0900   

12,311

   $ 14.1000   

6,437

   $ 14.1100   

300

   $ 14.0700   

Explorer Coinvest LLC’s beneficial ownership over shares of Class A common stock increased by 1,117,917 as a result of increases due to the exercise of options by persons, and grants of restricted stock to persons, in each case, over whose shares Explorer Coinvest LLC holds a voting proxy. See “Item 6—Irrevocable Proxy and Tag-Along Agreements,” as described in the original filing of this Schedule 13D.

(d) Not applicable.

(e) On October 12, 2012, as a result of an internal reorganization of the parent holding companies of Explorer Coinvest LLC, each of TC Group V Managing GP, L.L.C.,TC Group Sub, L.P., TC Group, L.L.C., Carlyle Holdings I L.P., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I GP Inc., The Carlyle Group L.P. and Carlyle Group Management L.L.C. ceased to be the beneficial owner of more than five percent of the securities of the Company.

On November 7, 2012, each of Ronald Kadish, Gary Labovich, Joseph Mahaffee and Patrick Peck ceased to be a member of a group that beneficially owns more than five percent of the securities of the Company.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended by adding the following to the end of the section thereof entitled “Stockholders Agreement”:

Following his appointment as an executive officer, Mark Gerencser became subject to the obligations of executive officers under the Stockholders Agreement, including the voting provisions and requirements to sell shares, effective November 8, 2012, and Messrs. Kadish, Labovich, Mahaffee and Peck ceased to be parties to the Stockholders Agreement effective November 7, 2012.

 

Item 7. Material to be Filed as Exhibits

Item 7 is hereby supplemented by adding the following exhibits in appropriate numerical order

 

Exhibit
No.

  

Description

99.1.6    Joint Filing Agreement
99.1.12    Power of Attorney


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 19, 2012

 

EXPLORER COINVEST, LLC
By:   Explorer Manager, L.L.C, its manager
By:  

/s/ David B. Pearson

  Name: David B. Pearson
  Title: Member
EXPLORER MANAGER, L.L.C.
By:  

/s/ David B. Pearson

  Name: David B. Pearson
  Title: Member
TC GROUP V MANAGING GP, L.L.C.
By: TC Group Sub L.P., its managing member
By: TC Group, L.L.C., its general partner
By: Carlyle Holdings I L.P., its managing member

By: Carlyle Holdings I GP Sub L.L.C., its general partner

By: Carlyle Holdings I GP Inc., its managing member

By:  

*

  Name: Daniel D’Aniello
  Title: Chairman
TC GROUP SUB L.P.
By: TC Group, L.L.C., its general partner
By: Carlyle Holdings I L.P., its managing member

By: Carlyle Holdings I GP Sub L.L.C., its general partner

By: Carlyle Holdings I GP Inc., its managing member

By:  

*

  Name: Daniel D’Aniello
  Title: Chairman
TC GROUP, L.L.C.
By: Carlyle Holdings I L.P., its managing member

By: Carlyle Holdings I GP Sub L.L.C., its general partner

By: Carlyle Holdings I GP Inc., its managing member

By:  

*

  Name: Daniel D’Aniello
  Title: Chairman


CARLYLE HOLDINGS I L.P.
By: Carlyle Holdings I GP Sub L.L.C., its general partner
By: Carlyle Holdings I GP Inc., its managing member
By:  

*

  Name: Daniel D’Aniello
  Title: Chairman
CARLYLE HOLDINGS I GP SUB L.L.C.
By: Carlyle Holdings I GP Inc., its managing member
By:  

*

  Name: Daniel D’Aniello
  Title: Chairman
CARLYLE HOLDINGS I GP INC.
By:  

*

  Name: Daniel D’Aniello
  Title: Chairman
THE CARLYLE GROUP L.P.
By: Carlyle Group Management L.L.C., its general partner
By:  

*

  Name: Daniel D’Aniello
  Title: Chairman
CARLYLE GROUP MANAGEMENT L.L.C.
By:  

*

  Name: Daniel D’Aniello
  Title: Chairman
 

**

  Ralph W. Shrader
 

**

  Francis J. Henry, Jr.
 

**

  Lloyd Howell, Jr.
 

**

  Joseph Logue
 

**

  Joseph W. Mahaffee
 

**

  John D. Mayer


**

John M. McConnell

**

Robert S. Osborne

**

Patrick F. Peck

**

Horacio D. Rozanski

**

Samuel R. Strickland

**

Ronald T. Kadish

**

Gary D. Labovich

**

Richard J. Wilhelm

**

Karen M. Dahut

**

Elizabeth M. Thompson

**

Mark J. Gerencser

 

* The undersigned, by signing his name hereto, executes this Schedule pursuant to the Power of Attorney executed on behalf of the above-named entities and individuals and filed herewith.

 

By  

/s/ R. Rainey Hoffman

  R. Rainey Hoffman
  Attorney-in-Fact

 

** The undersigned, by signing his name hereto, executes this Schedule pursuant to the Power of Attorney executed on behalf of the above-named entities and individuals and filed herewith.

 

By:  

/s/ Terence Kaden

  Terence Kaden
  Attorney-in-Fact


INDEX TO EXHIBITS

 

Exhibit
No.

  

Description

99.1.6    Joint Filing Agreement.
99.1.12    Power of Attorney

Exhibit 99.1.6

Joint Filing Agreement

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D and any amendments thereto with respect to the common stock beneficially owned by each of them, of Booz Allen Hamilton Holding Corporation, a Delaware corporation. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D and amendments thereto.

[ Remainder of this page has been left intentionally blank ]


IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 19 th day of November, 2012.

 

EXPLORER COINVEST, LLC
By: Explorer Manager, L.L.C, its manager
By:  

/s/ David B. Pearson

  Name: David B. Pearson
  Title: Member
EXPLORER MANAGER, L.L.C.
By:  

/s/ David B. Pearson

  Name: David B. Pearson
  Title: Member
TC GROUP V MANAGING GP, L.L.C.
By: TC Group Sub L.P., its managing member
By: TC Group, L.L.C., its general partner
By: Carlyle Holdings I L.P., its managing member
By: Carlyle Holdings I GP Sub L.L.C., its general partner
By: Carlyle Holdings I GP Inc., its managing member
By:  

*

  Name: Daniel D’Aniello
  Title: Chairman
TC GROUP SUB L.P.
By: TC Group, L.L.C., its general partner
By: Carlyle Holdings I L.P., its managing member
By: Carlyle Holdings I GP Sub L.L.C., its general partner
By: Carlyle Holdings I GP Inc., its managing member
By:  

*

  Name: Daniel D’Aniello
  Title: Chairman
TC GROUP, L.L.C.
By: Carlyle Holdings I L.P., its managing member
By: Carlyle Holdings I GP Sub L.L.C., its general partner
By: Carlyle Holdings I GP Inc., its managing member
By:  

*

  Name: Daniel D’Aniello
  Title: Chairman
CARLYLE HOLDINGS I L.P.
By: Carlyle Holdings I GP Sub L.L.C., its general partner
By: Carlyle Holdings I GP Inc., its managing member
By:  

*

  Name: Daniel D’Aniello
  Title: Chairman


CARLYLE HOLDINGS I GP SUB L.L.C.
By: Carlyle Holdings I GP Inc., its managing member
By:  

*

  Name: Daniel D’Aniello
  Title: Chairman
CARLYLE HOLDINGS I GP INC.
By:  

*

  Name: Daniel D’Aniello
  Title: Chairman
THE CARLYLE GROUP L.P.
By: Carlyle Group Management L.L.C., its general partner
By:  

*

  Name: Daniel D’Aniello
  Title: Chairman
CARLYLE GROUP MANAGEMENT L.L.C.
By:  

*

  Name: Daniel D’Aniello
  Title: Chairman
 

**

  Ralph W. Shrader
 

**

  Francis J. Henry, Jr.
 

**

  Lloyd Howell, Jr.
 

**

  Joseph Logue
 

**

  Joseph W. Mahaffee
 

**

  John D. Mayer
 

**

  John M. McConnell
 

**

  Robert S. Osborne


**

Patrick F. Peck

**

Horacio D. Rozanski

**

Samuel R. Strickland

**

Ronald T. Kadish

**

Gary D. Labovich

**

Richard J. Wilhelm

**

Karen M. Dahut

**

Elizabeth M. Thompson

**

Mark J. Gerencser

 

* The undersigned, by signing his name hereto, executes this Agreement pursuant to the Power of Attorney executed on behalf of the above-named entities and individuals.

 

By:  

/s/ R. Rainey Hoffman

  R. Rainey Hoffman
  Attorney-in-Fact

 

** The undersigned, by signing his name hereto, executes this Agreement pursuant to the Power of Attorney executed on behalf of the above-named entities and individuals.

 

By:  

/s/ Terence Kaden

  Terence Kaden
  Attorney-in-Fact

Exhibit 99.1.12

POWER OF ATTORNEY

Know by all these present, that the undersigned hereby constitutes and appoints each of Robert S. Osborne, Douglas S. Manya and Terence E. Kaden and each of them individually, the undersigned’s true and lawful attorney-in-fact to:

 

  (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an executive officer and/or beneficial owner of Booz Allen Hamilton Holding Corporation (the “Company”), (i) all forms and schedules in accordance with Section 13 (d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder, including all amendments thereto (a “Section 13 Schedule”), and (ii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 13 Schedule electronically (a “Form ID”, and, together with a Section 13 Schedule, the “Forms and Schedules”);

 

  (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

  (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act.

The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of November, 2012.

 

/s/ Mark J. Gerencser

NAME: Mark J. Gerencser