SEC FORM 3

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^*

Crowe Richard

(Last)

(First)

(Middle)

8283 GREENSBORO DRIVE

(Street)

MCLEAN

22102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2022

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)

	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	14,278⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽²⁾	05/21/2024	Class A Common Stock	2,573	$22.17	D
Employee Stock Option (right to buy)	⁽³⁾	05/22/2029	Class A Common Stock	20,391	$62.12	D
Employee Stock Option (right to buy)	⁽⁴⁾	05/27/2032	Class A Common Stock	14,478	$86.86	D

Explanation of Responses:

1. Includes 1,530, 1,033, 3,132 and 470 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 1,530 restricted stock units are scheduled to vest and settle on each of March 31, 2023, 2024 and 2025. One-half of the 1,033 restricted stock units are scheduled to vest and settle on each of March 31, 2023 and 2024. All of the 3,132 and 470 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 are fully vested and exercisable.

3. 12,234 options are fully vested and exercisable. The remaining options vest and become exercisable, subject to the reporting person's continued employment, ratably on March 31, 2023 and 2024. These options fully vest and become exercisable immediately prior to the effective date of certain change in control events.

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

Remarks:

	/s/ Jamie Weatherby as Attorney-in-Fact for Richard Crowe	06/07/2022
	** 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.
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