Booz Allen Hamilton
Booz Allen Hamilton Holding Corp (Form: 3, Received: 02/29/2016 16:53:43)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Penfield Susan L

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/19/2016 

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)          _____ Other (specify below)
Executive Vice President /

(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   34826.792   (1) D    

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)     (2) 11/19/2018   Class A Common Stock   28040.0   $4.28   D    
Employee Stock Option (right to buy)     (3) 4/1/2022   Class A Common Stock   45000.0   $10.67   D    
Employee Stock Option (right to buy)     (4) 4/1/2025   Class A Common Stock   19365.0   $29.08   D    

Explanation of Responses:
( 1)  Includes shares of Class A restricted common stock and restricted stock units.
( 2)  Options are fully vested and exercisable.
( 3)  27,000 options are fully vested and exercisable. The remaining options vest and become exercisable, subject to the reporting person's continued employment, ratably on June 30, 2016 and June 30, 2017. These options fully vest and become exercisable immediately prior to the effective date of certain change in control events.
( 4)  These options vest and become exercisable, subject to the reporting person's continued employment, ratably on June 30, 2016, June 30, 2017, June 30, 2018, June 30, 2019, and June 30, 2020. These 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
Penfield Susan L
8283 GREENSBORO DRIVE
MCLEAN, VA 22102


Executive Vice President

Signatures
/s/ Eric Mann as Attorney-in-Fact for Susan L. Penfield 2/29/2016
** 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.
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POWER OF ATTORNEY

      Know by all these present, that the undersigned hereby constitutes and appoints
each of Nancy J. Laben, Eric Mann and Jacob Bernstein, 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 19th day of February, 2016.


/s/ Susan L. Penfield
___________________________
Susan L. Penfield