Booz Allen Hamilton
Booz Allen Hamilton Holding Corp (Form: 4, Received: 07/31/2013 15:11:52)
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 *

STRICKLAND SAMUEL
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)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      __ X __ Other (specify below)
EVP, CFO and CAO / Member of 13D Group
(Last)          (First)          (Middle)

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

7/29/2013
(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   7/29/2013     M    66167.4   A $0.01   370297.4   (1) D    
Class A Common Stock   7/29/2013     D    5.4   D $18.84   370292   (1) D    
Class A Common Stock   7/30/2013     M    37040   A $4.28   407332   (1) D    
Class A Common Stock   7/30/2013     M    9000   A $6.45   416332   (1) D    
Class A Common Stock                  276998   I   By Trust   (2)

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)   $0.01   7/29/2013     M         66167.4      (3) 9/15/2013   Class A Common Stock   66167.4   $0.00   0   D    
Employee Stock Option (right to buy)   $4.28   7/30/2013     M         12350      (4) 11/19/2018   Class A Common Stock   12350   $0.00   0   D    
Employee Stock Option (right to buy)   $4.28   7/30/2013     M         8650      (5) 11/19/2018   Class A Common Stock   8650   $0.00   0   D    
Employee Stock Option (right to buy)   $4.28   7/30/2013     M         16040      (6) 11/19/2018   Class A Common Stock   16040   $0.00   0   D    
Employee Stock Option (right to buy)   $6.45   (7) 7/30/2013     M         3000      (8) 4/29/2020   Class A Common Stock   3000   $0.00   6000   D    
Employee Stock Option (right to buy)   $6.45   (7) 7/30/2013     M         2100      (9) 4/29/2020   Class A Common Stock   2100   $0.00   4200   D    
Employee Stock Option (right to buy)   $6.45   (7) 7/30/2013     M         3900      (10) 4/29/2020   Class A Common Stock   3900   $0.00   7800   D    

Explanation of Responses:
( 1)  Includes shares of Class A restricted common stock.
( 2)  Shares held by the Samuel Strickland Revocable Trust.
( 3)  The options reported in this transaction are fully vested and 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.
( 4)  These options vested and became exercisable on June 30, 2013 subject to the reporting person's continued employment.
( 5)  These options vested and became 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.
( 6)  These options vested 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.
( 7)  This option was previously reported with a strike price of $12.81. As provided in the Amended and Restated Equity Incentive Plan, the strike price of this option was decreased by $6.36 in connection with the special dividend that was paid by the issuer on August 31, 2012.
( 8)  These options vest and become exercisable ratably on June 30, 2013, 2014 and 2015 subject to the reporting person's continued employment.
( 9)  These options vest and become exercisable ratably on June 30, 2013, 2014 and 2015 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.
( 10)  These options vest and become exercisable ratably on June 30, 2013, 2014 and 2015 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
STRICKLAND SAMUEL
8283 GREENSBORO DRIVE
MCLEAN, VA 22102
X
EVP, CFO and CAO Member of 13D Group

Signatures
By: /s/ Terence E. Kaden, as Attorney-in-Fact for Samuel Strickland 7/31/2013
** Signature of Reporting Person Date


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