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^*

GERENCSER MARK J

(Last)

(First)

(Middle)

8283 GREENSBORO DRIVE

(Street)

MCLEAN

22102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2012

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)	X	Other (specify below)
	Executive Vice President		Member of 13D Group

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	97,408	D⁽¹⁾
Class E Special Voting Common Stock⁽²⁾	388,507	I	By Trust⁽³⁾

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)	⁽⁴⁾	11/19/2018	Class A Common Stock	18,680	$4.28	D
Employee Stock Option (right to buy)	⁽⁵⁾	11/19/2018	Class A Common Stock	24,270	$4.28	D
Employee Stock Option (right to buy)	⁽⁶⁾	11/19/2018	Class A Common Stock	13,080	$4.28	D
Employee Stock Option (right to buy)	06/30/2013⁽⁷⁾	09/15/2013⁽⁷⁾	Class A Common Stock	129,503.596	$0.01	D
Employee Stock Option (right to buy)	06/30/2014⁽⁷⁾	09/15/2014⁽⁷⁾	Class A Common Stock	129,503.596	$0.01	D
Employee Stock Option (right to buy)	06/30/2015⁽⁷⁾	09/15/2015⁽⁷⁾	Class A Common Stock	129,503.606	$0.01	D
Class C Restricted Common Stock	⁽⁸⁾	⁽⁹⁾	Class A Common Stock	42,850	⁽⁸⁾	D

Explanation of Responses:

1. Includes shares of Class A restricted common stock.

2. Upon the exercise of an option described in footnote 7 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.

3. Shares held by Mark J. Gerencser Trust.

4. 9,330 options are fully vested and exercisable. The remaining options vest and become exercisable, subject to the reporting person's continued employment, on June 30, 2013. These options fully vest and become exercisable immediately prior to the effective date of certain change in control events.

5. 12,130 options are fully vested and exercisable. The remaining options vest and become exercisable on June 30, 2013 subject to the achievement of EBITDA performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied. Any unvested options at the time of a change in control event vest immediately prior to the effective date of the event if certain conditions are met.

6. 6,530 options are fully vested and exercisable. The remaining options vest and become exercisable on June 30, 2013 subject to the achievement of cumulative cash flow performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied. Any unvested options at the time of a change in control event vest immediately prior to the effective date of the event if certain conditions are met.

7. 131,698.58 options are unvested and will vest on June 30, 2013. To the extent the options become vested, they become 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.

8. Fifty percent of the shares of restricted stock are unvested and will vest on June 30, 2013. 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.

9. N/A

Remarks:

	By: /s/ Terence E. Kaden, as Attorney-in-Fact for Mark J. Gerencser	11/16/2012
	** 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).
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