Eileen P. Drake - Jul 28, 2023 Form 4 Insider Report for AEROJET ROCKETDYNE HOLDINGS, INC. (AJRD)

Role
CEO and President, Director
Signature
/s/ David A. Fox, attorney-in-fact
Stock symbol
AJRD
Transactions as of
Jul 28, 2023
Transactions value $
-$29,638,267
Form type
4
Date filed
7/31/2023, 05:32 PM
Previous filing
Jul 26, 2023
Next filing
Oct 11, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AJRD Common Stock Disposed to Issuer -$3.48M -60K -100% $58.00 0 Jul 28, 2023 Direct F1, F2
transaction AJRD Common Stock Disposed to Issuer -$16.8M -289K -100% $58.00 0 Jul 28, 2023 EPD 2018 Trust Dated August 7, 2018 F1

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 -$761K -13.1K -100% $58.00 0 Jul 28, 2023 Common Stock 13.1K Direct F1, F3, F4, F5
transaction AJRD Restricted Stock Unit Disposed to Issuer -$2.03M -35K -100% $58.00 0 Jul 28, 2023 Common Stock 35K Direct F1, F3, F4, F6
transaction AJRD Restricted Stock Unit Disposed to Issuer -$1.27M -21.9K -100% $58.00 0 Jul 28, 2023 Common Stock 21.9K Direct F1, F3, F4, F7
transaction AJRD Stock Appreciation Right Disposed to Issuer -$2.16M -53K -100% $40.65 0 Jul 28, 2023 Common Stock 53K $17.35 Direct F1, F8
transaction AJRD Stock Appreciation Right Disposed to Issuer -$1.67M -46.8K -100% $35.75 0 Jul 28, 2023 Common Stock 46.8K $22.25 Direct F1, F8
transaction AJRD Stock Appreciation Right Disposed to Issuer -$1.5M -58.4K -100% $25.75 0 Jul 28, 2023 Common Stock 58.4K $32.25 Direct F1, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Eileen P. Drake 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 The number of shares reported includes previously-reported shares of restricted stock, which vested in full upon consummation of the Merger.
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 19,691 RSUs originally scheduled to vest in three equal annual installments beginning on February 28, 2023.
F6 These RSUs were originally scheduled to vest 25% on October 27, 2023, 25% on October 27, 2024 and 50% on October 27, 2025.
F7 These RSUs were originally scheduled to vest in three equal annual installments beginning on February 28, 2024.
F8 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.