0001209191-12-057246.txt : 20121212 0001209191-12-057246.hdr.sgml : 20121212 20121212183052 ACCESSION NUMBER: 0001209191-12-057246 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121211 FILED AS OF DATE: 20121212 DATE AS OF CHANGE: 20121212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOWELL LLOYD JR CENTRAL INDEX KEY: 0001505488 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34972 FILM NUMBER: 121260239 MAIL ADDRESS: STREET 1: 8283 GREENSBORO DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Booz Allen Hamilton Holding Corp CENTRAL INDEX KEY: 0001443646 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 8283 GREENSBORO DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 703-902-5000 MAIL ADDRESS: STREET 1: 8283 GREENSBORO DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: EXPLORER HOLDING CORP DATE OF NAME CHANGE: 20080821 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2012-12-11 0 0001443646 Booz Allen Hamilton Holding Corp BAH 0001505488 HOWELL LLOYD JR 8283 GREENSBORO DRIVE MCLEAN VA 22102 0 1 0 1 Executive Vice President Member of 13D Group Class A Common Stock 2012-12-11 4 M 0 37219.158 0.01 A 82257.158 D Class A Common Stock 2012-12-11 4 S 0 16943 14.4177 D 65314.158 D Class A Common Stock 2012-12-11 4 D 0 4.158 14.54 D 65310 D Class A Common Stock 2012-12-11 4 M 0 34890 4.28 A 100200 D Class A Common Stock 2012-12-11 4 S 0 34890 14.4934 D 65310 D Class A Common Stock 36990 I By Trust Employee Stock Option (right to buy) 0.01 2012-12-11 4 M 0 37219.158 0.00 D 2012-12-15 Class A Common Stock 37219.158 0 D Employee Stock Option (right to buy) 4.28 2012-12-11 4 M 0 25890 0.00 D 2018-11-19 Class A Common Stock 25890 8650 D Employee Stock Option (right to buy) 4.28 2012-12-11 4 M 0 9000 0.00 D 2018-11-19 Class A Common Stock 9000 55130 D Includes shares of Class A restricted common stock. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.3745 to $14.4481, inclusive. The reporting person undertakes to provide to Booz Allen Hamilton Holding Corporation, any of its security holders, or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.4288 to $14.5742, inclusive. The reporting person undertakes to provide to Booz Allen Hamilton Holding Corporation, any of its security holders, or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares held by Lloyd W. Howell, Jr. Trust. The options reported in this transaction vested on June 30, 2012. All vested options must be exercised within 77 days following the exercise date unless the reporting person receives written consent from the issuer, in which case, such options may be exercised through the end of the year in which they become exercisable. Upon exercise of an option, the reporting person must sell to the issuer, and it must repurchase at par value, one share of Class E special voting common stock for each option exercised. These options reported in this transaction vested and became exercisable ratably on June 30, 2010, 2011 and 2012 subject to the achievement of cumulative cash flow performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied. These options reported in this transaction vested and become exercisable on June 30, 2010 subject to the achievement of EBITDA performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied. By: /s/ Terence E. Kaden, as Attorney-in-Fact for Lloyd Howell Jr. 2012-12-12