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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 7/28/23 |
| Not Subject to Section 16: 1 |
| Issuer: |
| Issuer CIK: 40888 |
| Issuer Name: AEROJET ROCKETDYNE HOLDINGS, INC. |
| Issuer Trading Symbol: AJRD |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1946022 |
| | Owner Name: Chontos Joseph E. |
| Reporting Owner Address: |
| | Owner Street 1: 222 N. PACIFIC COAST HIGHWAY, SUITE 500 |
| | Owner Street 2: |
| | Owner City: EL SEGUNDO |
| | Owner State: CA |
| | Owner ZIP Code: 90245 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: See Remarks |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 7/28/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 16,063 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Value: 58.00 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Appreciation Right |
| | Conversion or Exercise Price: |
| | | Value: 22.94 |
| | Transaction Date: |
| | | Value: 7/28/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F3 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,333 |
| | | Transaction Price Per Share: |
| Value: 35.06 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Value: 4/30/21 |
| | Expiration Date: |
| | | Value: 4/30/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 3,333 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Appreciation Right |
| | Conversion or Exercise Price: |
| | | Value: 32.25 |
| | Transaction Date: |
| | | Value: 7/28/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | | Footnote ID: F3 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,225 |
| | | Transaction Price Per Share: |
| Value: 25.75 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Value: 2/28/22 |
| | Expiration Date: |
| | | Value: 2/28/26 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 1,225 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: 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"). |
| Footnote - F2: The number of shares reported includes previously-reported shares of restricted stock, which vested in full upon consummation of the Merger. |
| Footnote - F3: 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: Vice President, General Counsel and Corporate Secretary |
| Owner Signature: |
| Signature Name: /s/ Tony Shin, attorney-in-fact |
| Signature Date: 7/31/23 |
