Sec Form 4 Filing - SCHUMACHER JOHN D. @ AEROJET ROCKETDYNE HOLDINGS, INC. - 2022-12-15

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 SCHUMACHER JOHN D. 2. Issuer Name and Ticker or Trading Symbol AEROJET ROCKETDYNE HOLDINGS, INC. [ AJRD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Washington Operations (Last) (First) (Middle) 222 N. PACIFIC COAST HIGHWAY, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2022 (Street) EL SEGUNDO, CA90245 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 Common Stock 12/15/2022 M 809( 1 ) A $ 0 80,589 D Common Stock 12/15/2022 M 1,640( 2 ) A $ 0 82,229 D Common Stock 12/15/2022 A 10,554( 3 ) A $ 0 92,783 D Common Stock 12/15/2022 F 6,393( 4 ) D $ 54.46 86,390 D Common Stock 2,521( 5 ) I By Plan Trust

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 Restricted Stock Units ( 6 ) 12/15/2022 M 809 ( 1 ) ( 1 ) Common Stock 809 $ 0 0 D Restricted Stock Units ( 6 ) 12/15/2022 M 1,640 ( 2 ) ( 2 ) Common Stock 1,640 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHUMACHER JOHN D. 222 N. PACIFIC COAST HIGHWAY, SUITE 500 EL SEGUNDO, CA90245 SVP, Washington Operations Signatures /s/ Rebecca Bauer, Attorney-in-Fact 12/19/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 2, 2020, the Reporting Person was granted 2,426 restricted stock units ("RSUs"), vesting in three equal annual installments beginning on the first anniversary of the grant date. On December 15, 2022, in connection with the transaction with L3Harris Technologies, Inc. ("L3Harris") as reported on the Issuer's Form 8-K filed on December 19, 2022 (the "Form 8-K"), vesting of the Reporting Person's RSUs that would have vested on March 2, 2023 was accelerated, as previously approved by the Organization & Compensation Committee of the Issuer's Board of Directors (the "Committee"). ( 2 )On March 1, 2021, the Reporting Person was granted 2,459 RSUs, vesting in three equal annual installments beginning on the first anniversary of the grant date. On December 15, 2022, in connection with the transaction with L3Harris as reported on the Form 8-K, vesting of the Reporting Person's RSUs that would have vested on March 1, 2023 and 2024 was accelerated, as previously approved by the Committee. ( 3 )On March 2, 2020, the Reporting Person was granted 14,558 RSUs, vesting upon the achievement of certain performance targets for FY2023. On December 15, 2022, in connection with the transaction with L3Harris as reported on the Form 8-K, vesting of the Reporting Person's RSUs that would have vested on March 2, 2023 was accelerated at 145% of the target, as previously approved by the Committee. ( 4 )Shares relinquished to pay withholding taxes payable in connection with the vesting of RSUs granted to the Reporting Person on March 2, 2020 and March 1, 2021. ( 5 )Shares held in the Aerojet Rocketdyne Retirement Savings Plan Trust (Plan Trust) as of December 16, 2022 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. ( 6 )Each RSU represents a contingent right to receive one share of Aerojet Rocketdyne Holdings, Inc. common stock.

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).

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