0001013594-16-001264.txt : 20161011 0001013594-16-001264.hdr.sgml : 20161011 20161011080221 ACCESSION NUMBER: 0001013594-16-001264 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161011 DATE AS OF CHANGE: 20161011 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AEROJET ROCKETDYNE HOLDINGS, INC. CENTRAL INDEX KEY: 0000040888 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 340244000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-16268 FILM NUMBER: 161929436 BUSINESS ADDRESS: STREET 1: 2001 AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 BUSINESS PHONE: 916-355-4000 MAIL ADDRESS: STREET 1: 2001 AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 FORMER COMPANY: FORMER CONFORMED NAME: GENCORP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO DATE OF NAME CHANGE: 19840330 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KINGSTOWN CAPITAL PARTNERS, LLC CENTRAL INDEX KEY: 0001418673 IRS NUMBER: 743125312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-319-1309 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 ajrd13g-100316.htm OCTOBER 11, 2016
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13G
(RULE 13D - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. )*
Aerojet Rocketdyne Holdings, Inc.
(Name of Issuer)
Common Shares, $0.10 par value
(Title of Class of Securities)
007800 10 5
(CUSIP Number)
August 19, 2016
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Kingstown Partners Master Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
1,801,483
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,801,483
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,801,483
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
2.6%
   
12.
TYPE OF REPORTING PERSON
   
 
CO



1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Kingstown Partners II, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
489,362
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
489,362
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
489,362
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN



1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Ktown, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
551,755
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
551,755
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
551,755
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN



1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Kingfishers, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
157,400
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
157,400
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
157,400
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN



1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Kingstown Capital Partners, LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
1,198,517
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,198,517
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,198,517
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
1.7%
   
12.
TYPE OF REPORTING PERSON
   
 
OO



1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Kingstown Capital Management L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
3,000,000
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
3,000,000
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,000,000
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.3%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Kingstown Management GP LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
3,000,000
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
3,000,000
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,000,000
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.3%
   
12.
TYPE OF REPORTING PERSON
   
 
OO



1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Michael Blitzer
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
USA
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
3,000,000
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
3,000,000
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,000,000
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.3%
   
12.
TYPE OF REPORTING PERSON
   
 
IN



1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Guy Shanon
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [ ]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
3,000,000
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
3,000,000
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,000,000
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.3%
   
12.
TYPE OF REPORTING PERSON
   
 
IN



Item 1(a). Name of Issuer:
Aerojet Rocketdyne Holdings, Inc. ("Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
2001 Aerojet Road
Rancho Cordova, California 95742

Item 2(a). Name of Persons Filing:
This statement is filed by Kingstown Capital Management L.P., a Delaware limited partnership ("Kingstown Capital"), Kingstown Management GP LLC, a Delaware limited liability company ("Kingstown Management"), Kingstown Capital Partners, LLC, a Delaware limited liability company ("General Partner"), Kingstown Partners Master Ltd., a Cayman Islands corporation ("Master Fund"), Kingstown Partners II, L.P., a Delaware limited partnership ("Fund II"), Ktown, LP, a Delaware limited partnership ("Ktown"), Kingfishers, LP, a Delaware limited partnership ("Kingfishers" and together with Master Fund, Fund II and Ktown, the "Funds"), Michael Blitzer and Guy Shanon. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."  
 
General Partner is the general partner of each of Fund II, Ktown and Kingfishers.  By virtue of this relationship, General Partner may be deemed to beneficially own the Shares (as defined below) owned by Fund II, Ktown and Kingfishers.  Kingstown Capital is the investment manager of each of the Funds.  Kingstown Management is the general partner of Kingstown Capital.  Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the Shares (as defined below) owned by the Funds.
 
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business office of each of the General Partner, Kingstown Capital, Kingstown Management, Fund II, Ktown, Kingfishers, Michael Blitzer and Guy Shannon is 100 Park Avenue, 21st Floor, New York, New York 10017.
The principal business address of the Master Fund is c/o Intertrust Corporate Services, 190 Elgin Avenue, Georgetown, Grand Cayman KY1-9005, Cayman Islands.
Item 2(c). Citizenship:
Kingstown Capital, Kingstown Management, General Partner, Fund II, Ktown and Kingfishers are organized under the laws of the State of Delaware. Master Fund is organized under the laws of the Cayman Islands. Messrs. Blitzer and Shanon are citizens of the United States of America.
Item 2(d). Title of Class of Securities:
Common Stock, $0.10 par value ("Shares").
Item 2(e). CUSIP Number:
007800 10 5

Item 3. If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
(a)
[ ]
Broker or dealer registered under Section 15 of the Exchange Act.
       
 
(b)
[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
       
 
(c)
[ ]
Insurance company defined in Section 3(a)(19) of the Exchange Act.
       
 
(d)
[ ]
Investment company registered under Section 8 of the Investment Company Act.
       
 
(e)
[ ]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
 
(f)
[ ]
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
 
(g)
[ ]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
 
(h)
[ ]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
 
(i)
[ ]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
 
(j)
[ ]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership.
Master Fund
 
(a)
Amount beneficially owned:
 
 
1,801,483 Shares
 
 
(b)
Percent of class:
 
 
2.6% (based upon 69,600,000 Shares outstanding, which is the total number of Shares outstanding as of July 29, 2016 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016).
 
  
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
 
1,801,483 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
 
1,801,483 Shares


Fund II

  
(a)
Amount beneficially owned:
 
 
489,362 Shares
 
 
(b)
Percent of class:
 
 
Less than 1% (based upon 69,600,000 Shares outstanding, which is the total number of Shares outstanding as of July 29, 2016 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
 
489,362 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
 
489,362 Shares
 
Ktown
 
 
(a)
Amount beneficially owned:
 
 
551,755 Shares
 
 
(b)
Percent of class:
 
 
Less than 1% (based upon 69,600,000 Shares outstanding, which is the total number of Shares outstanding as of July 29, 2016 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
 
551,755 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
 
551,755 Shares
 

Kingfishers
 
 
(a)
Amount beneficially owned:
 
 
157,400 Shares
 
 
(b)
Percent of class:
 
 
Less than 1% (based upon 69,600,000 Shares outstanding, which is the total number of Shares outstanding as of July 29, 2016 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
 
157,400 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
 
157,400 Shares

General Partner
 
 
(a)
Amount beneficially owned:
 
 
1,198,517 Shares
 
 
(b)
Percent of class:
 
 
1.7% (based upon 69,600,000 Shares outstanding, which is the total number of Shares outstanding as of July 29, 2016 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
 
1,198,517 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
 
0 Shares
 

 
(iv)
Shared power to dispose or to direct the disposition of
 
 
1,198,517 Shares
 
Kingstown Capital
 
 
(a)
Amount beneficially owned:
 
 
3,000,000 Shares
 
 
(b)
Percent of class:
 
 
4.3% (based upon 69,600,000 Shares outstanding, which is the total number of Shares outstanding as of July 29, 2016 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
 
3,000,000 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
 
3,000,000 Shares
 
Kingstown Management
 
 
(a)
Amount beneficially owned:
 
 
3,000,000 Shares
 
 
(b)
Percent of class:
 
 
4.3% (based upon 69,600,000 Shares outstanding, which is the total number of Shares outstanding as of July 29, 2016 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
 
3,000,000 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
 
0 Shares
 

 
(iv)
Shared power to dispose or to direct the disposition of
 
 
3,000,000 Shares
 
Mr. Blitzer
 
 
(a)
Amount beneficially owned:
 
 
3,000,000 Shares
 
 
(b)
Percent of class:
 
 
4.3% (based upon 69,600,000 Shares outstanding, which is the total number of Shares outstanding as of July 29, 2016 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
 
0 Shares
 
 
(ii)
Shared power to vote or to direct the vote
 
 
3,000,000 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
 
3,000,000 Shares

Mr. Shanon
 
 
(a)
Amount beneficially owned:
 
 
3,000,000 Shares
 
 
(b)
Percent of class:
 
 
4.3% (based upon 69,600,000 Shares outstanding, which is the total number of Shares outstanding as of July 29, 2016 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2016).
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote
 
 
0 Shares
 

 
(ii)
Shared power to vote or to direct the vote
 
 
3,000,000 Shares
 
 
(iii)
Sole power to dispose or to direct the disposition of
 
 
0 Shares
 
 
(iv)
Shared power to dispose or to direct the disposition of
 
 
3,000,000 Shares
 
General Partner is the general partner of each of Fund II, Ktown and Kingfishers.  By virtue of this relationship, General Partner may be deemed to beneficially own the Shares owned in the aggregate by Fund II, Ktown and Kingfishers.  Kingstown Capital is the investment manager of each of the Funds.  Kingstown Management is the general partner of Kingstown Capital.  Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the Shares owned by the Funds.
 
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.

Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.


SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: October 11, 2016
 
KINGSTOWN CAPITAL MANAGEMENT L.P.
     
 
By:
Kingstown Management GP LLC
its general partner
     
 
By:
/s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KINGSTOWN PARTNERS II, L.P.
     
 
By:
Kingstown Capital Partners, LLC
its general partner
     
 
By:
/s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KTOWN, LP
     
 
By:
Kingstown Capital Partners, LLC
its general partner
     
 
By:
/s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KINGFISHERS, LP
     
 
By:
Kingstown Capital Partners, LLC
its general partner
     
 
By:
/s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KINGSTOWN MANAGEMENT GP LLC
     
 
By:
/s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member



 
KINGSTOWN CAPITAL PARTNERS, LLC
     
 
By:
/s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KINGSTOWN PARTNERS MASTER LTD.
     
 
By:
/s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Director


 
/s/ Michael Blitzer
 
MICHAEL BLITZER


 
/s/ Guy Shanon
 
GUY SHANON



EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares, $0.10 par value, of Aerojet Rocketdyne Holdings, Inc. dated as of October 11, 2016 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended.
Dated: October 11, 2016
 
KINGSTOWN CAPITAL MANAGEMENT L.P.
     
 
By:
Kingstown Management GP LLC
its general partner
     
 
By:
/s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KINGSTOWN PARTNERS II, L.P.
     
 
By:
Kingstown Capital Partners, LLC
its general partner
     
 
By:
/s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KTOWN, LP
     
 
By:
Kingstown Capital Partners, LLC
its general partner
     
 
By:
/s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KINGFISHERS, LP
     
 
By:
Kingstown Capital Partners, LLC
its general partner
     
 
By:
/s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KINGSTOWN MANAGEMENT GP LLC
     
 
By:
/s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member



 
KINGSTOWN CAPITAL PARTNERS, LLC
     
 
By:
/s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Managing Member


 
KINGSTOWN PARTNERS MASTER LTD.
     
 
By:
/s/ Michael Blitzer
   
Name:
Michael Blitzer
   
Title:
Director


 
/s/ Michael Blitzer
 
MICHAEL BLITZER


 
/s/ Guy Shanon
 
GUY SHANON