Form Type: 4

SEC EDGAR Link
Accession Number:0001443646-16-000140
Date:2016-05-25
Issuer: BOOZ ALLEN HAMILTON HOLDING CORP (BAH)
Original Submission Date:

Reporting Person:

COOK KEVIN L
8283 GREENSBORO DRIVE
MCLEAN, VA 22102

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2016-05-25 M 31,992 a $11.93 41,754 direct
CLASS A COMMON STOCK 2016-05-25 S 31,992 d $29.16 9,762 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 11.93 2016-05-25 deemed execution date M 10,664 (d) 2021-04-01 class a common stock 10,664 $11.93 2,669 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 11.93 2016-05-25 deemed execution date M 13,864 (d) 2021-04-01 class a common stock 13,864 $11.93 3,470 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 11.93 2016-05-25 deemed execution date M 7,464 (d) 2021-04-01 class a common stock 7,464 $11.93 1,869 direct
Footnotes
IDfootnote
f1 includes shares of class a restricted common stock and restricted stock units.
f2 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.
f3 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.
f4 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.
f5 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.
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