SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Kadish Ronald T (Last) (First) (Middle) 8283 GREENBORO DRIVE (Street) MCLEAN VA 22102 (City) (State) (Zip)	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) Executive Vice President / Member of 13D Group
	3. Date of Earliest Transaction (Month/Day/Year) 06/30/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	06/30/2011		M		18,990	A	$4.28	65,970	D
Class A Common Stock	06/30/2011		S		18,990	D	$18.9181(1)(2)	46,980	D
Class A Common Stock	06/30/2011		M		3,900	A	$6.08	50,880	D
Class A Common Stock	06/30/2011		S		3,900	D	$18.9181(1)(2)	46,980	D
Class A Common Stock	06/30/2011		M		2,862	A	$0.01	49,842	D
Class A Common Stock	06/30/2011		S		2,862	D	$18.9181(1)(2)	46,980	D
Class A Common Stock	07/01/2011		A		4,720	A	$0.00	51,700(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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	06/30/2011		M			6,330	(4)	11/19/2018	Class A Common Stock	6,330	$0.00	12,680	D
Employee Stock Option (right to buy)	$4.28	06/30/2011		M			8,230	(5)	11/19/2018	Class A Common Stock	8,230	$0.00	16,470	D
Employee Stock Option (right to buy)	$4.28	06/30/2011		M			4,430	(6)	11/19/2018	Class A Common Stock	4,430	$0.00	8,880	D
Employee Stock Option (right to buy)	$6.08	06/30/2011		M			3,900	(7)	05/07/2019	Class A Common Stock	3,900	$0.00	11,700	D
Employee Stock Option (right to buy)	$0.01	06/30/2011		M			2,862	(8)	09/15/2011	Class A Common Stock	2,862	$0.00	0	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 10, 2011.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.75 to $19.23, 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. Includes 4,720 shares of Class A restricted common stock, one-third of which vests on each of July 1, 2012, 2013 and 2014.

4. The options exercised in the reported transaction vested on June 30, 2011. The remaining options vest and become exercisable, subject to the reporting person's continued employment, ratably on June 30, 2012 and 2013. These 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 on June 30, 2011. The remaining options vest and become exercisable ratably on June 30, 2012 and 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. At the time of a change in control event, any unvested options will vest immediately prior to the effective date of the event if certain conditions are met.

6. The options exercised in the reported transaction vested on June 30, 2011. The remaining options vest and become exercisable ratably on June 30, 2012 and 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. At the time of a change in control event, any unvested options will vest immediately prior to the effective date of the event if certain conditions are met.

7. The options exercised in the reported transaction vested on June 30, 2011. The remaining options vest and become exercisable ratably on June 30, 2012, 2013, and 2014, 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. At the time of a change in control event, any unvested options will vest immediately prior to the effective date of the event if certain conditions are met.

8. The options reported in this transaction vested on June 30, 2011. All vested options must be exercised within 77 days following the exercise date unless the reporting person receives written consent from the issuer, in which case, such options may be exercised through the end of the year in which they become 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.

Remarks:

	By: /s/ Terence E. Kaden as Attorney-in-Fact for Ronald T. Kadish	07/05/2011
	** Signature of Reporting Person	Date
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