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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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).
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