Booz Allen Hamilton
Booz Allen Hamilton Holding Corp (Form: 4, Received: 05/27/2016 16:13:23)
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 *

Cook Kevin L
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)      _____ Other (specify below)
EVP and CFO
(Last)          (First)          (Middle)

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

5/25/2016
(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   5/25/2016     M    31992   A $11.93   41754   (1) D    
Class A Common Stock   5/25/2016     S    31992   D $29.1629   (2) 9762   (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)   $11.93   5/25/2016     M         10664      (3) 4/1/2021   Class A Common Stock   10664.0   $0   2669   D    
Employee Stock Option (right to buy)   $11.93   5/25/2016     M         13864      (4) 4/1/2021   Class A Common Stock   13864.0   $0   3470   D    
Employee Stock Option (right to buy)   $11.93   5/25/2016     M         7464      (5) 4/1/2021   Class A Common Stock   7464.0   $0   1869   D    

Explanation of Responses:
( 1)  Includes shares of Class A restricted common stock and restricted stock units.
( 2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.14 to $29.231368, 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)  10,664 options are fully vested and exercisable. The remaining options vest and become exercisable, subject to the reporting person's continued employment,on June 30, 2016. These options fully vest and become exercisable immediately prior to the effective date of certain change in control events.
( 4)  13,864 options are fully vested and exercisable. The remaining options are subject to vesting based on EBITDA performance goals and will be forfeited on June 30, 2016. In the event of a change in control event prior to June 30, 2016, any unvested options will vest immediately prior to the effective date of the event if certain conditions are met.
( 5)  7,464 options are fully vested and exercisable. The remaining options will vest and become exercisable on June 30, 2016 based on the achievement of cumulative cash flow performance goals, subject to the reporting person's continued employment. In the event of a change in control event prior to June 30, 2016, any unvested options will vest immediately prior to the effective date of the event if certain conditions are met.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cook Kevin L
8283 GREENSBORO DRIVE
MCLEAN, VA 22102


EVP and CFO

Signatures
By: /s/ Eric Mann, as Attorney-in-Fact for Kevin L. Cook 5/27/2016
** 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 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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