Dragich Peter A Form 4 KENNAMETAL / Peter A Dragich ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dragich Peter A

(Last) (First) (Middle)

SUITE 5100

600 GRANT STREET

(Street)

PITTSBURGH PA 15219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KENNAMETAL INC [ KMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2019

4. If Amendment, Date of 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

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
Common Stock	07/29/2019		J		8,831(1)	A	$0	29,973	D
Common Stock	07/29/2019		J		5,777(2)	A	$0	35,750	D
Common Stock	07/29/2019		J		6,180(3)	A	$0	41,930(4)	D

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 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: 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

Explanation of Responses:

1. Represents 8,831 shares deemed to have been earned by the Compensation Committee on July 29, 2019, with respect to the third tranche of the Performance Unit Award granted to the reporting person on August 1, 2016, under the Amended and Restated Kennametal Inc. Stock and Incentive Plan of 2010 (the "2016 Performance Unit Award".) The vesting and actual payout of these shares remains subject to the reporting person's continued employment with the Company through August 1, 2019.

2. Represents 5,777 shares deemed to have been earned by the Compensation Committee on July 29, 2019, with respect to the second tranche of the Performance Unit Award granted to the reporting person on August 1, 2017, under the Kennametal Inc. Stock and Incentive Plan of 2016 (the "2017 Performance Unit Award".) The vesting and actual payout of these shares remains subject to the reporting person's continued employment with the Company through August 1, 2020.

3. Represents 6,180 shares deemed to have been earned by the Compensation Committee on July 29, 2019, with respect to the first tranche of the Performance Unit Award granted to the reporting person on August 1, 2018, under the Kennametal Inc. Stock and Incentive Plan of 2016 (the "2018 Performance Unit Award".) The vesting and actual payout of these shares remains subject to the reporting person's continued employment with the Company through August 1, 2021.

4. Includes a total of 41,930 shares of Performance Unit shares not yet distributed.

	Michelle R. Keating	07/31/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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