Booz Allen Hamilton
Booz Allen Hamilton Holding Corp (Form: 3, Received: 11/16/2012 18:00:48)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GERENCSER MARK J

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/7/2012 

3. Issuer Name and Ticker or Trading Symbol

Booz Allen Hamilton Holding Corp [BAH]

(Last)        (First)        (Middle)

8283 GREENSBORO DRIVE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          ___ X ___ Other (specify below)
Executive Vice President / Member of 13D Group

(Street)

MCLEAN, VA 22102       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock   97408   D   (1)  
Class E Special Voting Common Stock   (2) 388507   I   By Trust   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)     (4) 11/19/2018   Class A Common Stock   18680   $4.28   D    
Employee Stock Option (right to buy)     (5) 11/19/2018   Class A Common Stock   24270   $4.28   D    
Employee Stock Option (right to buy)     (6) 11/19/2018   Class A Common Stock   13080   $4.28   D    
Employee Stock Option (right to buy)   6/30/2013   (7) 9/15/2013   (7) Class A Common Stock   129503.596   $0.01   D    
Employee Stock Option (right to buy)   6/30/2014   (7) 9/15/2014   (7) Class A Common Stock   129503.596   $0.01   D    
Employee Stock Option (right to buy)   6/30/2015   (7) 9/15/2015   (7) Class A Common Stock   129503.606   $0.01   D    
Class C Restricted Common Stock     (8)   (9) Class A Common Stock   42850     (8) D    

Explanation of Responses:
( 1)  Includes shares of Class A restricted common stock.
( 2)  Upon the exercise of an option described in footnote 7 below by the reporting person, the reporting person must sell to the issuer, and it must repurchase, at par value, one share of Class E special voting common stock for each option exercised.
( 3)  Shares held by Mark J. Gerencser Trust.
( 4)  9,330 options are fully vested and exercisable. The remaining options vest and become exercisable, subject to the reporting person's continued employment, on June 30, 2013. These options fully vest and become exercisable immediately prior to the effective date of certain change in control events.
( 5)  12,130 options are fully vested and exercisable. The remaining options vest and become exercisable on June 30, 2013 subject to the achievement of EBITDA performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied. Any unvested options at the time of a change in control event vest immediately prior to the effective date of the event if certain conditions are met.
( 6)  6,530 options are fully vested and exercisable. The remaining options vest and become exercisable on June 30, 2013 subject to the achievement of cumulative cash flow performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied. Any unvested options at the time of a change in control event vest immediately prior to the effective date of the event if certain conditions are met.
( 7)  131,698.58 options are unvested and will vest on June 30, 2013. To the extent the options become vested, they become exercisable on the date set forth in the table above. All vested options must be exercised within 60 days following the exercise date unless the reporting person receives written consent from the issuer, in which case such options may be exercised through the end of the year in which they become exercisable. Upon exercise of an option, the reporting person must sell to the issuer, and it must repurchase, at par value, one share of Class E special voting common stock for each option exercised.
( 8)  Fifty percent of the shares of restricted stock are unvested and will vest on June 30, 2013. Upon the transfer of any shares of Class C restricted common stock, such shares will be automatically converted on a share for share basis into shares of Class A common stock.
( 9)  N/A

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GERENCSER MARK J
8283 GREENSBORO DRIVE
MCLEAN, VA 22102


Executive Vice President Member of 13D Group

Signatures
By: /s/ Terence E. Kaden, as Attorney-in-Fact for Mark J. Gerencser 11/16/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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, signing
singly, 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 officer and/or director of Booz Allen Hamilton Holding Corporation (the
"Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

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 Form 3, 4, or
5, complete and execute any amendment or amendments thereto, and timely
file such form 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 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 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 such attorney-in-fact may approve in such
attorney-in-fact may approve in such attorney-in-fact's 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 such attorney-in-fact, or such attorney-in-fact's 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 the foregoing
attorneys-in-
fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is
the Company assuming, any of the undersigned's responsibilities to comply with
Section
16 of the Securities Exchange Act of 1934.

      This Power of Attorney shall remain in full force and effect until the
undersigned
is no longer required to file Forms 3, 4, and 5 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 the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 9th day of November, 2012.

/s/ Mark J. Gerencser
Mark J. Gerencser