X0206 3 2014-07-08 0 0001443646 Booz Allen Hamilton Holding Corp BAH 0001505500 MAHAFFEE JOSEPH W 8283 GREENSBORO DRIVE MCLEAN VA 22102 0 1 0 1 CAO & EVP Member of 13D Group Class A Common Stock 88016 D Class A Common Stock 91795 I By Trust Class E Special Voting Common Stock 26353 I By Trust Employee Stock Option (right to buy) 4.28 2018-11-19 Class A Common Stock 230000 D Employee Stock Option (right to buy) 0.01 2014-06-30 2014-09-15 Class A Common Stock 26335 D Class C Restricted Common Stock Class A Common Stock 39340 D 57,139 vested shares, 14,772 shares of restricted stock vesting on June 30, 2015, 8,094 shares of restricted stock vesting on June 30, 2016 and 8,011 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 these restricted stock units are scheduled to vest and settle on each of June 30, 2015, 2016 and 2017. The restricted stock and restricted stock units are issued under the Issuer's Amended and Restated Equity Incentive Plan. Shares held by the Joseph W. Mahaffee Revocable Trust. Upon the exercise of an option described in footnote 5 below by the reporting person, 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. Options are fully vested and exercisable. All options are fully vested and exercisable on the date set forth in the table above. All vested options must be exercised within 60 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. Upon the transfer of any shares of Class C restricted common stock, such shares will be automatically converted on a share for share basis into shares of Class A common stock. N/A By: /s/ Terence E. Kaden as Attorney-in-Fact for Joseph W. Mahaffee 2014-07-18