0000899243-23-017593.txt : 20230731 0000899243-23-017593.hdr.sgml : 20230731 20230731173056 ACCESSION NUMBER: 0000899243-23-017593 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230728 FILED AS OF DATE: 20230731 DATE AS OF CHANGE: 20230731 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHUMACHER JOHN D. CENTRAL INDEX KEY: 0001584846 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01520 FILM NUMBER: 231128632 MAIL ADDRESS: STREET 1: C/O GENCORP INC. STREET 2: P.O. BOX 537012 CITY: SACRAMENTO STATE: CA ZIP: 95853-7012 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AEROJET ROCKETDYNE HOLDINGS, INC. CENTRAL INDEX KEY: 0000040888 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 340244000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 222 N. PACIFIC COAST HIGHWAY STREET 2: SUITE 500 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: (310) 252-8100 MAIL ADDRESS: STREET 1: 222 N. PACIFIC COAST HIGHWAY STREET 2: SUITE 500 CITY: EL SEGUNDO STATE: CA ZIP: 90245 FORMER COMPANY: FORMER CONFORMED NAME: GENCORP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO DATE OF NAME CHANGE: 19840330 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-07-28 1 0000040888 AEROJET ROCKETDYNE HOLDINGS, INC. AJRD 0001584846 SCHUMACHER JOHN D. 222 N. PACIFIC COAST HIGHWAY, SUITE 500 EL SEGUNDO CA 90245 0 1 0 0 SVP, Washington Operations 0 Common Stock 2023-07-28 4 D 0 81876 58.00 D 0 D Common Stock 2023-07-28 4 D 0 2519 58.00 D 0 I By Plan Trust Restricted Stock Unit 2023-07-28 4 D 0 1906 58.00 D Common Stock 1906 0 D Restricted Stock Unit 2023-07-28 4 D 0 2560 58.00 D Common Stock 2560 0 D Stock Appreciation Right 17.35 2023-07-28 4 D 0 12813 40.65 D 2020-05-01 2020-05-01 Common Stock 12813 0 D Stock Appreciation Right 22.25 2023-07-28 4 D 0 10569 35.75 D 2021-02-27 2021-02-27 Common Stock 10569 0 D Stock Appreciation Right 32.25 2023-07-28 4 D 0 8945 25.75 D 2022-02-28 2022-02-28 Common Stock 8945 0 D 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"). Shares held in the Aerojet Rocketdyne Retirement Savings Plan Trust ("Plan Trust") as of July 26, 2023, which reflects the value in the participant's account as per the Plan Administrator's records. The number of shares reported is calculated by dividing the dollar value of the participant's account by the closing market price of the stock on the day reported above. This calculation yields only the approximate number of shares in the participant's account because the cash component in the Plan Trust (target 2%) is allocated to each participant's account on a pro rata basis, and the cash component varies based on overall activity of all participants in the Plan Trust. The number shown has been rounded down to the nearest whole number. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock. 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. Reflects an initial grant of 2,859 RSUs originally scheduled to vest in three equal annual installments beginning on February 28, 2023. These RSUs were originally schedule to vest in three equal annual installments beginning on February 28, 2024. 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. /s/ David A. Fox, Attorney-in-Fact 2023-07-31