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*
Chontos Joseph E.

(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)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2022
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 12/15/2022 M 107(1) A $0.00 9,676 D
Common Stock 12/15/2022 M 216(2) A $0.00 9,892 D
Common Stock 12/15/2022 M 363(3) A $0.00 10,255 D
Common Stock 12/15/2022 M 4,000(4) A $0.00 14,255 D
Common Stock 12/15/2022 M 4,657(5) A $0.00 18,912 D
Common Stock 12/15/2022 A 1,390(6) A $0.00 20,302 D
Common Stock 12/15/2022 A 1,944(7) A $0.00 22,246 D
Common Stock 12/15/2022 A 2,182(8) A $0.00 24,428 D
Common Stock 12/15/2022 F 8,390(9) D $54.46 16,038 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
Restricted Stock Unit (10) 12/15/2022 M 107 (1) (1) Common Stock 107 $0.00 0 D
Restricted Stock Unit (10) 12/15/2022 M 216 (2) (2) Common Stock 216 $0.00 0 D
Restricted Stock Unit (10) 12/15/2022 M 363 (3) (3) Common Stock 363 $0.00 0 D
Restricted Stock Unit (10) 12/15/2022 M 4,000 (4) (4) Common Stock 4,000 $0.00 0 D
Restricted Stock Unit (10) 12/15/2022 M 4,657 (5) (5) Common Stock 4,657 $0.00 0 D
Explanation of Responses:
1. On March 2, 2020, the Reporting Person was granted 319 restricted stock units ("RSUs"), vesting in three equal annual installments beginning on the first anniversary of the grant date. On December 15, 2022, in connection with the transaction with L3Harris Technologies, Inc. ("L3Harris") as reported on the Issuer's Form 8-K filed on December 19, 2022 (the "Form 8-K"), vesting of the Reporting Person's RSUs that would have vested on March 2, 2023 was accelerated, as previously approved by the Organization & Compensation Committee of the Issuer's Board of Directors (the "Committee").
2. On March 1, 2021, the Reporting Person was granted 324 RSUs, vesting in three equal annual installments beginning on the first anniversary of the grant date. On December 15, 2022, in connection with the transaction with L3Harris as reported on the Form 8-K, vesting of the Reporting Person's RSUs that would have vested on March 1, 2023 and 2024 was accelerated, as previously approved by the Committee.
3. On December 21, 2021, the Reporting Person was granted 363 RSUs, vesting in three equal annual installments beginning on the first anniversary of the grant date. On December 15, 2022, in connection with the transaction with L3Harris as reported on the Form 8-K, vesting of the Reporting Person's RSUs that would have vested on December 21, 2022, 2023 and 2024 was accelerated, as previously approved by the Committee.
4. On April 21, 2022, the Reporting Person was granted 4,000 RSUs, vesting in two equal annual installments beginning on the first anniversary of the grant date. On December 15, 2022, in connection with the transaction with L3Harris as reported on the Form 8-K, vesting of the Reporting Person's RSUs that would have vested on April 21, 2023 and 2024 was accelerated, as previously approved by the Committee.
5. On September 7, 2022, the Reporting Person was granted 4,657 RSUs, vesting in three equal annual installments beginning on the first anniversary of the grant date. On December 15, 2022, in connection with the transaction with L3Harris as reported on the Form 8-K, vesting of the Reporting Person's RSUs that would have vested on September 7, 2023, 2024 and 2025 was accelerated, as previously approved by the Committee.
6. On March 2, 2020, the Reporting Person was granted 1,918 RSUs, vesting upon the achievement of certain performance targets for FY2023. On December 15, 2022, in connection with the transaction with L3Harris as reported on the Form 8-K, vesting of the Reporting Person's RSUs that would have vested on March 2, 2023 was accelerated at 145% of the performance target, as previously approved by the Committee.
7. On March 1, 2021, the Reporting Person was granted 1,944 RSUs, vesting upon the achievement of certain performance targets for FY2024. On December 15, 2022, in connection with the transaction with L3Harris as reported on the Form 8-K vesting of the Reporting Person's RSUs that would have vested on March 1, 2024 was accelerated at 200% of the target, as previously approved by the Committee.
8. On December 21, 2021, the Reporting Person was granted 2,182 RSUs, vesting upon the achievement of certain performance targets for FY2025. On December 15, 2022, in connection with the transaction with L3Harris as reported on the Form 8-K, vesting of the Reporting Person's RSUs that would have vested on February 28, 2025 was accelerated at 200% of the target, as previously approved by the Committee.
9. Shares relinquished to pay withholding taxes payable in connection with the vesting of RSUs granted to the Reporting Person on March 2, 2020, March 1, 2021, December 21, 2021, April 21, 2022 and September 7, 2022.
10. Each RSU represents a contingent right to receive one share of Aerojet Rocketdyne Holdings, Inc. common stock.
Remarks:
Vice President, General Counsel and Corporate Secretary
/s/ Rebecca A. Bauer, attorney-in-fact 12/19/2022
** Signature of Reporting Person Date
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