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* STRICKLAND SAMUEL (Last) (First) (Middle) 8283 GREENSBORO 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) X Director 10% Owner X Officer (give title below) X Other (specify below) EVP, CFO and CAO / Member of 13D Group
	3. Date of Earliest Transaction (Month/Day/Year) 07/29/2013
	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	07/29/2013		M		66,167.4	A	$0.01	370,297.4(1)	D
Class A Common Stock	07/29/2013		D		5.4	D	$18.84	370,292(1)	D
Class A Common Stock	07/30/2013		M		37,040	A	$4.28	407,332(1)	D
Class A Common Stock	07/30/2013		M		9,000	A	$6.45	416,332(1)	D
Class A Common Stock								276,998	I	By Trust(2)

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)	$0.01	07/29/2013		M			66,167.4	(3)	09/15/2013	Class A Common Stock	66,167.4	$0.00	0	D
Employee Stock Option (right to buy)	$4.28	07/30/2013		M			12,350	(4)	11/19/2018	Class A Common Stock	12,350	$0.00	0	D
Employee Stock Option (right to buy)	$4.28	07/30/2013		M			8,650	(5)	11/19/2018	Class A Common Stock	8,650	$0.00	0	D
Employee Stock Option (right to buy)	$4.28	07/30/2013		M			16,040	(6)	11/19/2018	Class A Common Stock	16,040	$0.00	0	D
Employee Stock Option (right to buy)	$6.45(7)	07/30/2013		M			3,000	(8)	04/29/2020	Class A Common Stock	3,000	$0.00	6,000	D
Employee Stock Option (right to buy)	$6.45(7)	07/30/2013		M			2,100	(9)	04/29/2020	Class A Common Stock	2,100	$0.00	4,200	D
Employee Stock Option (right to buy)	$6.45(7)	07/30/2013		M			3,900	(10)	04/29/2020	Class A Common Stock	3,900	$0.00	7,800	D

Explanation of Responses:

1. Includes shares of Class A restricted common stock.

2. Shares held by the Samuel Strickland Revocable Trust.

3. The options reported in this transaction are fully vested and 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.

4. These options vested and became exercisable on June 30, 2013 subject to the reporting person's continued employment.

5. These options vested and became exercisable on June 30, 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.

6. These options vested and become exercisable on June 30, 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.

7. This option was previously reported with a strike price of $12.81. As provided in the Amended and Restated Equity Incentive Plan, the strike price of this option was decreased by $6.36 in connection with the special dividend that was paid by the issuer on August 31, 2012.

8. These options vest and become exercisable ratably on June 30, 2013, 2014 and 2015 subject to the reporting person's continued employment.

9. These options vest and become exercisable ratably on June 30, 2013, 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.

10. These options vest and become exercisable ratably on June 30, 2013, 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.

Remarks:

	By: /s/ Terence E. Kaden, as Attorney-in-Fact for Samuel Strickland	07/31/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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