X0306 4 2020-12-24 0 0000040888 AEROJET ROCKETDYNE HOLDINGS, INC. AJRD 0001005784 LICHTENSTEIN WARREN G C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 1 1 0 0 Executive Chairman Common Stock, Par Value $0.10 2020-12-24 4 M 0 43546 17.27 A 63411 D Common Stock, Par Value $0.10 2020-12-24 4 F 0 14230 52.85 D 49181 D Common Stock, Par Value $0.10 2020-12-24 4 M 0 200000 18.01 A 249181 D Common Stock, Par Value $0.10 2020-12-24 4 F 0 68156 52.85 D 181025 D Common Stock, Par Value $0.10 2020-12-24 4 M 0 91229 37.25 A 272254 D Common Stock, Par Value $0.10 2020-12-24 4 F 0 64301 52.85 D 207953 D Common Stock, Par Value $0.10 515089 I By Rabbi Trust Common Stock, Par Value $0.10 60546 I By Steel Partners, Ltd. Stock Options (Right to Buy) 17.27 2020-12-24 4 M 0 43546 0.00 D 2015-04-07 2021-04-07 Common Stock, Par Value $0.10 43546 0 D Stock Options (Right to Buy) 18.01 2020-12-24 4 M 0 200000 0.00 D 2023-08-19 Common Stock, Par Value $0.10 200000 0 D Stock Options (Right to Buy) 37.25 2020-12-24 4 M 0 91229 0.00 D 2020-12-22 2026-02-28 Common Stock, Par Value $0.10 91229 0 D Shares having a fair market value equal to the total exercise price were withheld to pay the exercise price of the options, as permitted under the Issuer's Amended and Restated 2009 Equity and Performance Plan. Shares having a fair market value equal to the total exercise price were withheld to pay the exercise price of the options, as permitted under the Issuer's 2018 Equity and Performance Incentive Plan. Mr. Lichtenstein, as the Chief Executive Officer and a control person of Steel Partners, Ltd. ("SPL"), may be deemed to beneficially own the shares of common stock owned directly by SPL. Mr. Lichtenstein disclaims beneficial ownership of the shares of common stock of the Issuer owned directly by SPL except to the extent of his pecuniary interest therein. This option fully vested on August 29, 2017, when the Issuer's common stock price reached $27 per share (based on the 20-day volume weighted average price), in accordance with the terms of the award. On February 28, 2019, Mr. Lichtenstein was granted an option to purchase 91,229 shares of the Issuer's common stock, vesting in full on the third anniversary of the grant date. On December 19, 2020, the Organization & Compensation Committee of the Issuer's Board of Directors approved the acceleration of vesting of Mr. Lichtenstein's option that would have vested on February 28, 2022, in connection with the transaction with Lockheed Martin as reported on the Issuer's Form 8-K filed on December 21, 2020. By: /s/ Mario Marcon, Attorney-in-Fact for Warren G. Lichtenstein 2020-12-29