SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Drake Eileen P.
(Last) (First) (Middle)
222 N. PACIFIC COAST HIGHWAY, SUITE 500
(Street)
EL SEGUNDO CA 90245
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AEROJET ROCKETDYNE HOLDINGS, INC. [ AJRD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2023
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/28/2023 D(1) 60,008(2) D $58(1) 0 D
Common Stock 07/28/2023 D(1) 289,000 D $58(1) 0 I EPD 2018 Trust Dated August 7, 2018
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (3) 07/28/2023 D(1)(4) 13,128 (5) (5) Common Stock 13,128 $58(4) 0 D
Restricted Stock Unit (3) 07/28/2023 D(1)(4) 35,000 (6) (6) Common Stock 35,000 $58(4) 0 D
Restricted Stock Unit (3) 07/28/2023 D(1)(4) 21,940 (7) (7) Common Stock 21,940 $58(4) 0 D
Stock Appreciation Right $17.35 07/28/2023 D(1)(8) 53,028 05/01/2020 05/01/2020 Common Stock 53,028 $40.65(8) 0 D
Stock Appreciation Right $22.25 07/28/2023 D(1)(8) 46,768 02/27/2021 02/27/2021 Common Stock 46,768 $35.75(8) 0 D
Stock Appreciation Right $32.25 07/28/2023 D(1)(8) 58,420 02/28/2022 02/28/2022 Common Stock 58,420 $25.75(8) 0 D
Explanation of Responses:
1. Under the terms of the Agreement and Plan of Merger, dated as of December 17, 2022 (the "Merger Agreement"), by and among L3Harris Technologies, Inc., Aquila Merger Sub Inc. and Aerojet Rocketdyne Holdings, Inc. (the "Issuer"), Aquila Merger Sub Inc. merged with and into the Issuer, with the Issuer surviving and becoming a wholly-owned subsidiary of L3Harris Technologies, Inc. (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock was automatically canceled and converted into the right to receive $58.00 in cash per share, less applicable tax withholding (the "Merger Consideration").
2. The number of shares reported includes previously-reported shares of restricted stock, which vested in full upon consummation of the Merger.
3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
4. Pursuant to the Merger Agreement, at the effective time of the Merger these RSUs were canceled and converted into the right to receive the Merger Consideration.
5. Reflects an initial grant of 19,691 RSUs originally scheduled to vest in three equal annual installments beginning on February 28, 2023.
6. These RSUs were originally scheduled to vest 25% on October 27, 2023, 25% on October 27, 2024 and 50% on October 27, 2025.
7. These RSUs were originally scheduled to vest in three equal annual installments beginning on February 28, 2024.
8. This award was canceled in the Merger in exchange for the right to receive, for each underlying share, a cash payment equal to the difference between the Merger Consideration and the exercise price of the award, less applicable tax withholding.
Remarks:
/s/ David A. Fox, attorney-in-fact 07/31/2023
** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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