SEC FORM 4

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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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^*

BOEHLE DANIEL L.

(Last)

(First)

(Middle)

222 N. PACIFIC COAST HIGHWAY, SUITE 500

(Street)

EL SEGUNDO

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO, VP and Controller

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/23/2020		M		4,628	A	$28.46	39,528	D
Common Stock	12/23/2020		D		4,628	D	$52.8	34,900	D
Common Stock	12/23/2020		M		4,379	A	$27.25	39,279	D
Common Stock	12/23/2020		D		4,379	D	$52.8	34,900	D
Common Stock	12/23/2020		M		3,140	A	$37.25	38,040	D
Common Stock	12/23/2020		D		3,140	D	$52.8	34,900	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$28.46	12/23/2020		M			4,628	05/01/2020	01/26/2025	Common Stock	4,628	$0.00	0	D
Stock Appreciation Rights	$27.25	12/23/2020		M			4,379	12/22/2020⁽¹⁾	02/27/2025	Common Stock	4,379	$0.00	0	D
Stock Appreciation Rights	$37.25	12/23/2020		M			3,140	12/22/2020⁽²⁾	02/28/2026	Common Stock	3,140	$0.00	0	D

Explanation of Responses:

1. On February 27, 2018, the Reporting Person was granted 4,379 stock appreciation rights ("SARs") with an exercise date of February 27, 2021. On December 19, 2020, the Organization & Compensation Committee of the Issuer's Board of Directors (the "Committee") approved the acceleration of vesting of the Reporting Person's SARs that would have vested on February 27, 2021, in connection with the transaction with Lockheed Martin as reported on the Issuer's Form 8-K filed on December 21, 2020 (the "Form 8-K").

2. On February 28, 2019, the Reporting person was granted 3,140 SARs with an exercise date of February 28, 2022. On December 19, 2020, the Committee approved acceleration of vesting of the Reporting Person's SARs that would have vested on February 28, 2022, in connection with the transaction with Lockheed Martin as reported on the Form 8-K.

Remarks:

	/s/ Rebecca A. Bauer, attorney-in-fact for Daniel L. Boehle	12/29/2020
	** 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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