Sec Form 4 Filing - HOWELL LLOYD JR @ Booz Allen Hamilton Holding Corp - 2017-05-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person HOWELL LLOYD JR 2. Issuer Name and Ticker or Trading Symbol Booz Allen Hamilton Holding Corp [ BAH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, CFO and Treasurer (Last) (First) (Middle) 8283 GREENSBORO DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/19/2017 (Street) MCLEAN, VA22102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock 05/19/2017 A 9,735 ( 1 ) A $ 0 328,599 ( 2 ) D Class A Common Stock 05/22/2017 M 24,140 ( 3 ) A $ 4.28 352,739 ( 2 ) D Class A Common Stock 05/22/2017 S 24,140 ( 4 ) D $ 38.5057 ( 5 ) 328,599 ( 2 ) D Class A Common Stock 36,990 I By Trust ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 35.95 05/19/2017 A 52,761 ( 7 ) 05/19/2027 Class A Common Stock 52,761 $ 0 52,761 D Employee Stock Option (right to buy) $ 4.28 05/22/2017 M 24,140 ( 8 ) 11/19/2018 Class A Common Stock 24,140 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOWELL LLOYD JR 8283 GREENSBORO DRIVE MCLEAN, VA22102 EVP, CFO and Treasurer Signatures By: /s/ Udele Lin, as Attorney-in-Fact for Lloyd Howell Jr. 05/23/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant of restricted stock units under the Issuer's Second Amended and Restated Equity Incentive Plan exempt under Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock upon vesting. One-third of these restricted stock units are scheduled to vest on each of March 31, 2018, 2019 and 2020, subject to the Reporting Person's continued employment and the Issuer's achievement of at least $1.00 in net income in the fiscal year ending on the vesting date or any prior fiscal year during the vesting period. ( 2 )Includes shares of Class A restricted common stock and restricted stock units. ( 3 )The exercise of options reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 14, 2016. ( 4 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 14, 2016. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.50 to $38.59, inclusive. The Reporting Person undertakes to provide to Booz Allen Hamilton Holding Corporation, any of its security holders, or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 6 )Shares held by Lloyd W. Howell, Jr. Trust. ( 7 )The options vest and become exercisable, subject to the Reporting Person's continued employment, ratably on March 31, 2018, 2019, 2020, 2021 and 2022. These options fully vest and become exercisable immediately prior to the effective date of certain change in control events. ( 8 )All options are currently vested. Options vested and became exercisable ratably on June 30, 2009, 2010, 2011, 2012 and 2013, subject to the Reporting Person's continued employment.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.