UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 28, 2016

Registrant’s Telephone Number, Including Area Code: (916) 355-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On September 28, 2016, Aerojet Rocketdyne Holdings, Inc. (the “Company”) instructed The Bank of New York Mellon Trust Company, N.A., as trustee (“Trustee”), to deliver a notice of the Company’s redemption of all of its 2¼% Convertible Subordinated Debentures due 2024 (the “Debentures”) to the holders of the Debentures.  Pursuant to the terms of Indenture, dated as of November 23, 2004, by and among the Company and Trustee, the Company will redeem, on October 28, 2016 (the “Redemption Date”), $251,000 principal amount of the outstanding Debentures at a redemption price of 100% of the principal amount and accrued but unpaid interest on the Debentures redeemed to, but not including, the Redemption Date.  On September 28, 2016, the Company issued a press release announcing the redemption by the Company of the Debentures. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.