Sec Form 4 Filing - Redd Kathleen E. @ AEROJET ROCKETDYNE HOLDINGS, INC. - 2017-02-28

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 Redd Kathleen E. 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) VP, CFO and Asst. Secretary (Last) (First) (Middle) 222 N. SEPULVEDA BLVD., SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2017 (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 02/28/2017 D 13,878 ( 1 ) D $ 19.39 126,006 D Common Stock 02/28/2017 F 14,614 D $ 19.39 111,392 D Common Stock 03/01/2017 F 3,647 D $ 19.87 107,745 D Common Stock 79,576 ( 2 ) I By Paul Kingsley Redd and Kathleen Ellen Redd Revocable Trust ( 3 ) Common Stock 625 I By Plan 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Redd Kathleen E. 222 N. SEPULVEDA BLVD., SUITE 500 EL SEGUNDO, CA90245 VP, CFO and Asst. Secretary Signatures /s/ Rebecca A. Bauer, attorney-in-fact 03/02/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Performance-based restricted stock forfeited due to failure to achieve maximum performance targets for FY2016. ( 2 )32,023 shares that were previously reported as directly owned on the Reporting Person's Form 4 filed November 25, 2016 were transferred to the Paul Kingsley Redd and Kathleen Ellen Redd Revocable Trust and are now being reported as indirectly owned. ( 3 )These shares are indirectly owned through the Paul Kingsley Redd and Kathleen Ellen Redd Revocable Trust. ( 4 )Shares held in the Aerojet Rocketdyne Retirement Savings Plan Trust (Plan Trust) as of February 22, 2017 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.

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).

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