Ownership Submission
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 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 *
STRICKLAND SAMUEL
   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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) __X__ Other (specify below)
EVP, CFO and CAO / Member of 13D Group
(Last)
(First)
(Middle)
8283 GREENSBORO DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
12/18/2012
(Street)

MCLEAN, VA 22102		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/18/2012   M   147,960 A $ 4.28 255,228 (1) D  
Class A Common Stock 12/18/2012   M   18,000 A $ 6.45 273,228 (1) D  
Class A Common Stock               276,998 I By Trust (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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 12/18/2012   M     49,320   (3) 11/19/2018 Class A Common Stock 49,320 $ 0 12,350 D  
Employee Stock Option (right to buy) $ 4.28 12/18/2012   M     34,520   (4) 11/19/2018 Class A Common Stock 34,520 $ 0 8,650 D  
Employee Stock Option (right to buy) $ 4.28 12/18/2012   M     64,120   (5) 11/19/2018 Class A Common Stock 64,120 $ 0 16,040 D  
Employee Stock Option (right to buy) $ 6.45 (6) 12/18/2012   M     6,000   (7) 04/29/2020 Class A Common Stock 6,000 $ 0 9,000 D  
Employee Stock Option (right to buy) $ 6.45 (6) 12/18/2012   M     4,200   (8) 04/29/2020 Class A Common Stock 4,200 $ 0 6,300 D  
Employee Stock Option (right to buy) $ 6.45 (6) 12/18/2012   M     7,800   (9) 04/29/2020 Class A Common Stock 7,800 $ 0 11,700 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STRICKLAND SAMUEL
8283 GREENSBORO DRIVE
MCLEAN, VA 22102		   X     EVP, CFO and CAO Member of 13D Group

Signatures

 By: /s/ Terence E. Kaden, as Attorney-in-Fact for Samuel Strickland   12/20/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes shares of Class A restricted common stock.
(2) Shares held by the Samuel Strickland Revocable Trust.
(3) These options vested and became exercisable ratably on June 30, 2009, 2010, 2011 and 2012 subject to the reporting person's continued employment.
(4) These options vested and became exercisable ratably on June 30, 2009, 2010, 2011 and 2012 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.
(5) These options vested and become exercisable ratably on June 30, 2009, 2010, 2011 and 2012 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) This option was previously reported with a strike price of $12.81. As provided in the Amended and Restated Equity Incentive Plan, the strike price of this option was decreased by $6.36 in connection with the special dividend that was paid by the issuer on August 31, 2012.
(7) These options vested and became exercisable ratably on June 30, 2011 and 2012 subject to the reporting person's continued employment.
(8) These options vested and became exercisable ratably on June 30, 2011 and 2012 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.
(9) These options vested and become exercisable ratably on June 30, 2011 and 2012 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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