John D. Schumacher - Jul 28, 2023 Form 4 Insider Report for AEROJET ROCKETDYNE HOLDINGS, INC. (AJRD)

Signature
/s/ David A. Fox, Attorney-in-Fact
Stock symbol
AJRD
Transactions as of
Jul 28, 2023
Transactions value $
-$6,282,962
Form type
4
Date filed
7/31/2023, 05:30 PM
Previous filing
Jul 27, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AJRD Common Stock Disposed to Issuer -$4.75M -81.9K -100% $58.00 0 Jul 28, 2023 Direct F1
transaction AJRD Common Stock Disposed to Issuer -$146K -2.52K -100% $58.00 0 Jul 28, 2023 By Plan Trust F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AJRD Restricted Stock Unit Disposed to Issuer -$111K -1.91K -100% $58.00 0 Jul 28, 2023 Common Stock 1.91K Direct F1, F3, F4, F5
transaction AJRD Restricted Stock Unit Disposed to Issuer -$148K -2.56K -100% $58.00 0 Jul 28, 2023 Common Stock 2.56K Direct F1, F3, F4, F6
transaction AJRD Stock Appreciation Right Disposed to Issuer -$521K -12.8K -100% $40.65 0 Jul 28, 2023 Common Stock 12.8K $17.35 Direct F1, F4, F7
transaction AJRD Stock Appreciation Right Disposed to Issuer -$378K -10.6K -100% $35.75 0 Jul 28, 2023 Common Stock 10.6K $22.25 Direct F1, F4, F7
transaction AJRD Stock Appreciation Right Disposed to Issuer -$230K -8.95K -100% $25.75 0 Jul 28, 2023 Common Stock 8.95K $32.25 Direct F1, F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John D. Schumacher is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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").
F2 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.
F3 Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
F4 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.
F5 Reflects an initial grant of 2,859 RSUs originally scheduled to vest in three equal annual installments beginning on February 28, 2023.
F6 These RSUs were originally schedule to vest in three equal annual installments beginning on February 28, 2024.
F7 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.