Booz Allen Hamilton
Booz Allen Hamilton Holding Corp (Form: 4, Received: 09/05/2013 16:30:04)
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 *

Osborne Robert Stephen
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)
EVP & General Counsel / Member of 13D Group
(Last)          (First)          (Middle)

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

9/4/2013
(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   9/4/2013     M    110970   A $6.45   132150   (1) D    
Class A Common Stock   9/4/2013     S    110970   D $19.4151   (2) 21180   (1) D    
Class A Common Stock   9/4/2013     M    18000   A $11.93   39180   (1) D    
Class A Common Stock   9/4/2013     S    18000   D $19.4151   (2) 21180   (1) D    
Class A Common Stock   9/4/2013     S    5855   D $19.6892   (3) 15325   (1) D    

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   9/4/2013     M         36990      (4) 4/29/2020   Class A Common Stock   36990   $0.00   24680   D    
Employee Stock Option (right to buy)   $6.45   9/4/2013     M         48090      (5) 4/29/2020   Class A Common Stock   48090   $0.00   32070   D    
Employee Stock Option (right to buy)   $6.45   9/4/2013     M         25890      (6) 4/29/2020   Class A Common Stock   25890   $0.00   17280   D    
Employee Stock Option (right to buy)   $11.93   9/4/2013     M         6000      (7) 4/1/2021   Class A Common Stock   6000   $0.00   9000   D    
Employee Stock Option (right to buy)   $11.93   9/4/2013     M         7800      (8) 4/1/2021   Class A Common Stock   7800   $0.00   11700   D    
Employee Stock Option (right to buy)   $11.93   9/4/2013     M         4200      (9) 4/1/2021   Class A Common Stock   4200   $0.00   6300   D    

Explanation of Responses:
( 1)  Includes shares of Class A restricted common stock.
( 2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.31 to $19.71, inclusive. The reporting person undertakes to provide to Booz Allen Hamilton Holding Corporation, any of its security holders, or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.68 to $19.72, inclusive. The reporting person undertakes to provide to Booz Allen Hamilton Holding Corporation, any of its security holders, or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 4)  The options exercised in the reported transaction vested and became exercisable, ratably on June 30, 2011, 2012, and 2013. The remaining options vest and become exercisable, subject to the reporting person's continued employment, ratably on June 30, 2014 and 2015. The remaining options fully vest and become exercisable immediately prior to the effective date of certain change in control events.
( 5)  The options exercised in the reported transaction vested and became exercisable on June 30, 2011, 2012, and 2013. The remaining options vest and become exercisable ratably on June 30, 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. The remaining options fully vest and become exercisable immediately prior to the effective date of certain change in control events.
( 6)  The options exercised in the reported transaction vested and became exercisable on June 30, 2011, 2012, and 2013. The remaining options vest and become exercisable ratably on June 30, 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. The remaining options fully vest and become exercisable immediately prior to the effective date of certain change in control events.
( 7)  The options exercised in the reported transaction vested and became exercisable, ratably on June 30, 2012, and 2013. The remaining options vest and become exercisable, subject to the reporting person's continued employment, ratably on June 30, 2014, 2015, and 2016. The remaining options fully vest and become exercisable immediately prior to the effective date of certain change in control events.
( 8)  The options exercised in the reported transaction vested and became exercisable on June 30, 2012, and 2013. The remaining options vest and become exercisable ratably on June 30, 2014, 2015, and 2016 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. The remaining options fully vest and become exercisable immediately prior to the effective date of certain change in control events.
( 9)  The options exercised in the reported transaction vested and became exercisable on June 30, 2012, and 2013. The remaining options vest and become exercisable ratably on June 30, 2014, 2015, and 2016 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. The remaining options fully vest and become exercisable immediately prior to the effective date of certain change in control events.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Osborne Robert Stephen
8283 GREENSBORO DRIVE
MCLEAN, VA 22102


EVP & General Counsel Member of 13D Group

Signatures
/s/ Terence E. Kaden, as Attorney-in-Fact for Robert S. Osborne 9/5/2013
** 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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