Booz Allen Hamilton
Booz Allen Hamilton Holding Corp (Form: 4, Received: 11/04/2016 13:42:53)
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 *

MAHAFFEE JOSEPH W
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, CAO and CISO
(Last)          (First)          (Middle)

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

11/2/2016
(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   11/2/2016     M    40653   (1) A $4.28   187163   (2) D    
Class A Common Stock   11/2/2016     S    40653   (3) D $32.0443   (4) 146510   (2) D    
Class A Common Stock   11/3/2016     M    19347   (1) A $4.28   165857   (2) D    
Class A Common Stock   11/3/2016     S    19347   (3) D $32.0117   (5) 146510   (2) D    
Class A Common Stock                  91795   I   By Trust   (6)

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)   $4.28   11/2/2016     M         40653      (7) 11/19/2018   Class A Common Stock   40653.0   $0   189347   D    
Employee Stock Option (right to buy)   $4.28   11/3/2016     M         19347      (7) 11/19/2018   Class A Common Stock   19347.0   $0   170000   D    

Explanation of Responses:
( 1)  The exercise of options reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 8, 2016.
( 2)  Includes shares of Class A restricted common stock and restricted stock units.
( 3)  The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 8, 2016.
( 4)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.12, 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.
( 5)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.08, 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.
( 6)  Shares held by the Joseph W. Mahaffee Revocable Trust.
( 7)  All options are currently vested. Options vested and became exercisable ratably on June 30, 2009, 2010, 2011, 2012 and 2013, subject to the Reporting Person's continued employment, and, in certain circumstances, achievement of EBITDA or cash flow performance goals.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MAHAFFEE JOSEPH W
8283 GREENSBORO DRIVE
MCLEAN, VA 22102


EVP, CAO and CISO

Signatures
By: /s/ Eric Mann, as Attorney-in-Fact for Joseph W. Mahaffee 11/4/2016
** 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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