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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 02/28/2023 | M | 6,563 | (5) | (5) | Common Stock | 6,563 | $ 0 | 13,128 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Drake Eileen P. 222 N. PACIFIC COAST HIGHWAY, SUITE 500 EL SEGUNDO, CA 90245 |
X | CEO and President | ||
| /s/ David A. Fox, attorney-in-fact | 03/02/2023 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Aerojet Rocketdyne Holdings, Inc. common stock. |
| (2) | 83,897 shares that were previously reported as directly owned on the Reporting Person's Form 4 filed December 19, 2022 have been transferred to the EPD 2018 Trust dated August 7, 2018 since that filing and are now being reported as indirectly owned. |
| (3) | On February 28, 2019, the Reporting Person was granted 6,250 RSUs, vesting upon the achievement of certain performance targets. On February 27, 2023, achievement of the performance targets was certified by the Organization & Compensation Committee of the Issuer's Board of Directors. |
| (4) | Shares relinquished to pay withholding taxes payable in connection with the vesting of RSUs granted to the Reporting Person on February 28, 2019 and December 21, 2021. |
| (5) | The RSUs vest in three equal annual installments beginning on February 28, 2023. |