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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Drake Eileen P.
2. Issuer Name and Ticker or Trading Symbol

AEROJET ROCKETDYNE HOLDINGS, INC. [ AJRD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO and President
(Last)          (First)          (Middle)

222 N. PACIFIC COAST HIGHWAY, SUITE 500
3. Date of Earliest Transaction (MM/DD/YYYY)

9/8/2020
(Street)

EL SEGUNDO, CA 90245
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 9/8/2020  F  3291 (1)D$40.86 223553 D  
Common Stock         169149 (2)I EPD 2018 Trust dated August 7, 2018 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Shares relinquished to pay withholding taxes payable in connection with the vesting of shares of restricted stock granted to the Reporting Person on February 28, 2019
(2) 4,438 shares that were previously reported as directly owned on the Reporting Person's Form 4 filed May 5, 2020 have been transferred to the EPD 2018 Trust dated August 7, 2018 since that filing and are now being reported as indirectly owned.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Drake Eileen P.
222 N. PACIFIC COAST HIGHWAY, SUITE 500
EL SEGUNDO, CA 90245
X
CEO and President

Signatures
/s/ Rebecca A. Bauer, attorney-in-fact9/10/2020
**Signature of Reporting PersonDate

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