Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Penfield Susan L
2. Date of Event Requiring Statement (Month/Day/Year)
02/19/2016
3. Issuer Name and Ticker or Trading Symbol
Booz Allen Hamilton Holding Corp [BAH]
(Last)
(First)
(Middle)
8283 GREENSBORO DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MCLEAN, VA 22102
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 34,826.792 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (2) 11/19/2018 Class A Common Stock 28,040 $ 4.28 D  
Employee Stock Option (right to buy)   (3) 04/01/2022 Class A Common Stock 45,000 $ 10.67 D  
Employee Stock Option (right to buy)   (4) 04/01/2025 Class A Common Stock 19,365 $ 29.08 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Penfield Susan L
8283 GREENSBORO DRIVE
MCLEAN, VA 22102
      Executive Vice President  

Signatures

/s/ Eric Mann as Attorney-in-Fact for Susan L. Penfield 02/29/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Includes shares of Class A restricted common stock and restricted stock units.
(2) Options are fully vested and exercisable.
(3) 27,000 options are fully vested and exercisable. The remaining options vest and become exercisable, subject to the reporting person's continued employment, ratably on June 30, 2016 and June 30, 2017. These options fully vest and become exercisable immediately prior to the effective date of certain change in control events.
(4) These options vest and become exercisable, subject to the reporting person's continued employment, ratably on June 30, 2016, June 30, 2017, June 30, 2018, June 30, 2019, and June 30, 2020. These options fully vest and become exercisable immediately prior to the effective date of certain change in control events.

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