SEC Filing | Aerojet Rocketdyne Holdings, Inc.

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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^*

Chilton Kevin P.

(Last)

(First)

(Middle)

222 N. PACIFIC COAST HIGHWAY, SUITE 500

(Street)

EL SEGUNDO

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2023		A		504⁽¹⁾⁽²⁾	A	$56.15	27,324	I	By Rabbi Trust
Common Stock	02/15/2023		A		252⁽²⁾⁽³⁾	A	$56.15	27,576	I	By Rabbi Trust
Common Stock								0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Effective March 24, 2010, the Board of Directors approved a Director Compensation Program which allows Directors to elect to receive Aerojet Rocketdyne Holdings, Inc. common stock in lieu of their cash compensation. The number of shares of common stock shown reflects the common stock this Reporting Person is entitled to receive in lieu of their annual cash retainer fee paid quarterly.

2. Shares of common stock held by a "rabbi trust" receipt of which has been deferred by the Reporting Person pursuant to the Aerojet Rocketdyne Holdings, Inc. Deferred Compensation Plan for Directors.

3. Pursuant to the Director Compensation Program, if a Director elects to receive common stock in lieu of at least 50% of their cash compensation, the Company will grant restricted shares equal in value to 50% of the amount of cash compensation they elect to receive in common stock. Such restricted shares will vest on the earlier of (i) the date of the Director's retirement from the Board, and (ii) one year after the grant date. The number of shares of common stock shown reflects the grant of restricted shares.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Tony Shin, attorney-in-fact	02/17/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                POWER OF ATTORNEY

        Know all by these presents that the undersigned hereby constitutes and
appoints each of Joseph E. Chontos, David A. Fox, Tony Shin, and Michael
Titera, and any of their substitutes, signing singly, as the undersigned's true
and lawful attorney-in-fact to:

1.  prepare, execute in the undersigned's name and on the undersigned's behalf,
    and submit to the U.S. Securities and Exchange Commission (the "SEC") a
    Form ID, including amendments thereto, and any other document necessary or
    appropriate to obtain codes, passwords, and passphrases enabling the
    undersigned to make electronic filings with the SEC of reports require by
    the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

2.  execute for and on behalf of the undersigned, in the undersigned's capacity
    as a director and/or officer of Aerojet Rocketdyne Holdings, Inc. (the
    "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
    Securities Exchange Act of 1934 and the rules thereunder;

3.  do and perform any and all acts for and on behalf of the undersigned which
    may be necessary or desirable to complete and execute any such Form 3, 4,
    or 5, complete and execute any amendment or amendments thereto, and timely
    file such form with the SEC and any securities exchange or similar
    authority; and

4.  take any other action of any type whatsoever in connection with the
    foregoing which, in the opinion of such attorney-in-fact, may be of benefit
    to, in the best interest of, or legally required by, the undersigned, it
    being understood that the documents executed by such attorney-in-fact on
    behalf of the undersigned pursuant to this Power of Attorney shall be in
    such form and shall contain such terms and conditions as such attorney-in-
    fact may approve in such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that each such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned also ratifies hereby any
action previously taken by each attorney-in-fact that would have been
authorized by this power of attorney if it has been in effect at the time such
action was taken. The undersigned acknowledges that each attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of February 16, 2023.

                                   By: /s/ Kevin P. Chilton
                                       -------------------------------
                                   Name: Kevin P. Chilton