Sec Form 4 Filing - WILHELM RICHARD J @ Booz Allen Hamilton Holding Corp - 2013-01-14

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
WILHELM RICHARD J
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) X __ Other (specify below)
Executive Vice President/Member of 13D Group
(Last) (First) (Middle)
8283 GREENSBORO DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
01/14/2013
(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 01/14/2013 M 36,990 A $ 4.28 69,412 ( 1 ) D
Class A Common Stock 01/14/2013 M 3,900 A $ 6.45 73,312 ( 1 ) D
Class A Common Stock 01/14/2013 S( 2 ) 40,890 D $ 14.35 ( 3 ) 32,422 ( 1 ) D
Class A Common Stock 145,133 I By Trust ( 4 )
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) $ 4.28 01/14/2013 M 16,030 ( 5 ) 11/19/2018 Class A Common Stock 16,030 $ 0 32,070 D
Employee Stock Option (right to buy) $ 4.28 01/14/2013 M 8,630 ( 6 ) 11/19/2018 Class A Common Stock 8,630 $ 0 17,280 D
Employee Stock Option (right to buy) $ 4.28 01/14/2013 M 12,330 ( 7 ) 11/19/2018 Class A Common Stock 12,330 $ 0 37,010 D
Employee Stock Option (right to buy) $ 6.45 01/14/2013 M 3,900 ( 8 ) 04/29/2020 Class A Common Stock 3,900 $ 0 15,600 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WILHELM RICHARD J
8283 GREENSBORO DRIVE
MCLEAN, VA22102
Executive Vice President Member of 13D Group
Signatures
By: /s/ Terence E. Kaden, as Attorney-in-Fact for Richard Wilhelm 01/16/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes shares of Class A restricted common stock.
( 2 )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, 2012.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.23 to $14.44, 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.
( 4 )Shares held by the Richard J. Wilhelm Trust.
( 5 )These options vested and become exercisable on June 30, 2010 subject to the achievement of EBITDA performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied.
( 6 )These options vested and became exercisable on June 30, 2011 subject to the achievement of cumulative cash flow performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied.
( 7 )These options vested and became exercisable on June 30, 2010 subject to the reporting person's continued employment.
( 8 )These options vested and become exercisable on June 30, 2011 subject to the achievement of EBITDA performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied.

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