Booz Allen Hamilton
Booz Allen Hamilton Holding Corp (Form: 4, Received: 05/10/2013 11:24:46)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 *

WILHELM RICHARD J
2. Issuer Name and Ticker or Trading Symbol

Booz Allen Hamilton Holding Corp [ BAH ]
5. 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
(Last)          (First)          (Middle)

8283 GREENSBORO DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/8/2013
(Street)

MCLEAN, VA 22102
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   5/8/2013     M    3000   A $6.45   35422   (1) D    
Class A Common Stock   5/8/2013     S (2)    3000   D $16.00   32422   (1) D    
Class A Common Stock   5/8/2013     M    16030   A $4.28   48452   (1) D    
Class A Common Stock   5/8/2013     S (2)    16030   D $16.00   32422   (1) D    
Class A Common Stock                  145133   I   By Trust   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   $6.45   5/8/2013     M         3000      (4) 4/29/2020   Class A Common Stock   3000   $0.00   12000   D    
Employee Stock Option (right to buy)   $4.28   5/8/2013     M         16030      (5) 11/19/2018   Class A Common Stock   16030   $0.00   16040   D    

Explanation of Responses:
( 1)  Includes shares of Class A restricted common stock.
( 2)  The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 15, 2011 and modified on December 14, 2012.
( 3)  Shares held by the Richard J. Wilhelm Trust.
( 4)  6,000 options were vested and exercisable. The remaining 9,000 unvested options vest and become exercisable on a pro rata basis on June 30, 2013, 2014, and 2015 subject to the reporting person's continued employment.
( 5)  These options were 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WILHELM RICHARD 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 Richard J. Wilhelm 5/10/2013
** 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 4(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).
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