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

The following constitutes
Amendment No. 24 to the Schedule 13D filed by the undersigned (“Amendment No. 24”). This Amendment No. 24 amends the
Schedule 13D as specifically set forth herein.

Item 1 is hereby
amended and restated to read as follows:

This statement
relates to the common stock, $0.10 par value per share (the “Shares”), of Aerojet Rocketdyne Holdings, Inc., a Delaware
corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 222 N. Sepulveda Blvd.,
Suite 500, El Segundo, California 90245.

Item 2 is hereby amended
and restated to read as follows:

(a)       This
statement is filed by Steel Partners Holdings L.P., a Delaware limited partnership (“Steel Holdings”), SPH Group LLC,
a Delaware limited liability company (“SPHG”), SPH Group Holdings LLC, a Delaware limited liability company (“SPHG
Holdings”), Steel Partners Holdings GP Inc., a Delaware corporation (“Steel Holdings GP”), Steel Excel, Inc.,
a Delaware corporation (“Steel Excel”), Steel Partners, Ltd., a Delaware corporation (“SPL”), and Warren
G. Lichtenstein. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting
Persons.”

Steel Holdings owns
99% of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings. Steel Holdings GP is the general partner of
Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. SPHG Holdings owns 100% of the outstanding shares
of common stock of Steel Excel. Accordingly, for purposes of this statement, each of Steel Holdings, SPHG, SPHG Holdings and Steel
Holdings GP may be deemed to beneficially own the Shares owned directly by Steel Excel.

Warren G. Lichtenstein,
Chairman of Steel Excel and Executive Chairman of Steel Holdings GP, is a director of the Issuer. Mr. Lichtenstein is also the
Chief Executive Officer of SPL. Accordingly, for purposes of this statement, Mr. Lichtenstein may be deemed to
beneficially own the Shares owned directly by SPL.