SEC FORM 4 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
 
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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*
BOEHLE DANIEL L.

(Last) (First) (Middle)
222 N. PACIFIC COAST HIGHWAY, SUITE 500

(Street)
EL SEGUNDO CA 90245

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AEROJET ROCKETDYNE HOLDINGS, INC. [ AJRD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO, VP and Controller
3. Date of Earliest Transaction (Month/Day/Year)
12/23/2020
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
Common Stock 12/23/2020 M 4,628 A $28.46 39,528 D
Common Stock 12/23/2020 D 4,628 D $52.8 34,900 D
Common Stock 12/23/2020 M 4,379 A $27.25 39,279 D
Common Stock 12/23/2020 D 4,379 D $52.8 34,900 D
Common Stock 12/23/2020 M 3,140 A $37.25 38,040 D
Common Stock 12/23/2020 D 3,140 D $52.8 34,900 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
Stock Appreciation Rights $28.46 12/23/2020 M 4,628 05/01/2020 01/26/2025 Common Stock 4,628 $0.00 0 D
Stock Appreciation Rights $27.25 12/23/2020 M 4,379 12/22/2020(1) 02/27/2025 Common Stock 4,379 $0.00 0 D
Stock Appreciation Rights $37.25 12/23/2020 M 3,140 12/22/2020(2) 02/28/2026 Common Stock 3,140 $0.00 0 D
Explanation of Responses:
1. On February 27, 2018, the Reporting Person was granted 4,379 stock appreciation rights ("SARs") with an exercise date of February 27, 2021. On December 19, 2020, the Organization & Compensation Committee of the Issuer's Board of Directors (the "Committee") approved the acceleration of vesting of the Reporting Person's SARs that would have vested on February 27, 2021, in connection with the transaction with Lockheed Martin as reported on the Issuer's Form 8-K filed on December 21, 2020 (the "Form 8-K").
2. On February 28, 2019, the Reporting person was granted 3,140 SARs with an exercise date of February 28, 2022. On December 19, 2020, the Committee approved acceleration of vesting of the Reporting Person's SARs that would have vested on February 28, 2022, in connection with the transaction with Lockheed Martin as reported on the Form 8-K.
Remarks:
/s/ Rebecca A. Bauer, attorney-in-fact for Daniel L. Boehle 12/29/2020
** 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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