| 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 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/01/2022 | 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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 | 24,057(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) | 07/29/2032 | Class A Common Stock | 13,250 | 95.98 | D | |
| Employee Stock Option (right to buy) | (3) | 05/17/2032 | Class A Common Stock | 15,040 | 83.38 | D | |
| Employee Stock Option (right to buy) | (4) | 05/17/2027 | Class A Common Stock | 16,090 | 35.63 | D | |
| Explanation of Responses: |
| 1. Includes 2,631, 1,337 and 570 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 2,631 restricted stock units are scheduled to vest and settle on each of March 31, 2023, 2024 and 2025. One-half of the 1,337 restricted stock units are scheduled to vest and settle on each of March 31, 2023 and 2024. All of the 570 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 July 31, 2023, 2024, 2025, 2026 and 2027. These options fully vest and become exercisable upon certain change in control events. |
| 3. 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. |
| 4. Options are fully vested and exercisable. |
| Remarks: |
| /s/ Jamie Weatherby as Attorney-in-Fact for Thomas Pfeifer | 08/08/2022 | |
| ** 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). | ||
| 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. | ||
