Booz Allen Hamilton Holding (BAH) Form 3 Booz Allen Hamilton Holding / Matthew Calderone ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Calderone Matthew

(Last) (First) (Middle)

8283 GREENSBORO DRIVE

(Street)

MCLEAN VA 22102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/15/2022

3. Issuer Name and Ticker or Trading Symbol
Booz Allen Hamilton Holding Corp [ BAH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	19,812(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(2)	05/17/2032	Class A Common Stock	15,040	83.38	D
Employee Stock Option (right to buy)	(3)	05/23/2028	Class A Common Stock	26,716	41.28	D

Explanation of Responses:

1. Includes 2,193, 689, 3,132, and 380 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock upon vesting. One-third of the 2,193 restricted stock units are scheduled to vest and settle on each of March 31, 2023, 2024 and 2025. 344 and 345 of the 689 restricted stock units are scheduled to vest and settle, respectively, on each of March 31, 2023 and 2024. All of the 3,132 and 380 restricted stock units are scheduled to vest and settle on March 31, 2023. The restricted stock units are issued under the Issuer's Equity Incentive Plan, as amended and restated.

2. Options vest and become exercisable, subject to the reporting person's continued employment, ratably on March 31, 2023, 2024, 2025, 2026 and 2027. These options fully vest and become exercisable upon certain change in control events.

3. 21,372 options are fully vested and exercisable. 5,344 options vest and become exercisable on March 31, 2023 subject to the reporting person's continued employment. These options fully vest and become exercisable upon certain change in control events.

Remarks:

	/s/ Jamie Weatherby as attorney-in-fact for Matthew Calderone	09/19/2022
	** 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 5 (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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