13D Filing: Steel Partners and Aerojet Rocketdyne Holdings Inc. (AJRD)

As of the close of
business on the date hereof, Steel Excel owned directly 4,180,997 Shares, constituting approximately 5.6% of the Shares outstanding.
By virtue of their relationships with Steel Excel, each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP may be deemed
to beneficially own the Shares owned directly by Steel Excel.

As of the close of
business on the date hereof, SPL owned directly 60,546 Shares, constituting less than 1% of the Shares outstanding. By virtue of
his relationship with SPL discussed in further detail in Item 2, Warren G. Lichtenstein may be deemed to beneficially own the Shares
owned directly by SPL.

As of the close of
business on the date hereof, Warren G. Lichtenstein directly owned 39,771 Shares and may be deemed to beneficially own an additional
243,546 Shares underlying currently exercisable stock options, which, together with the 60,546 Shares owned directly by SPL that
Mr. Lichtenstein may also be deemed to beneficially own, constitutes less than 1% of the Shares outstanding. An additional 465,931
Shares are held by a “rabbi trust,” the receipt of which has been deferred by Mr. Lichtenstein pursuant to the Issuer’s
Deferred Compensation Plan for Nonemployee Directors. Such 465,931 Shares are not deemed to be beneficially owned by Mr. Lichtenstein.

Item 5(b) is hereby
amended and restated to read as follows:

(b)       Each
of Steel Excel, SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP is deemed to have shared power to vote and dispose of
the Shares owned directly by Steel Excel. Each of SPL and Mr. Lichtenstein is deemed to have shared power to vote and dispose of
the Shares owned directly by SPL. Mr. Lichtenstein has the sole power to vote and dispose all Shares he directly owns.

Item 5(c) is hereby
amended to add the following:

(c)       Effective
December 19, 2017, SPHG Holdings contributed its ownership of 4,180,997 Shares to Steel Excel in exchange for newly issued shares
of common stock of Steel Excel. On November 8, 2017 and November 30, 2017, Mr. Lichtenstein gifted 3,312 Shares and 4,064 Shares,
respectively. There have been no other transactions by the Reporting Persons in the securities of the Issuer during the past 60
days.

Item 6 is hereby amended
to add the following: