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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
KENNAMETAL INC [ KMT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/24/2023 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | 07/24/2023 | A | 639(1) | A | $0 | 24,480.61(4) | D | |||
| Common Stock | 07/24/2023 | A | 821(2) | A | $0 | 25,301.61(4) | D | |||
| Common Stock | 07/24/2023 | A | 2,521(3) | A | $0 | 27,822.61(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 639 performance stock units deemed to have been earned by the Compensation and Human Capital Committee ("the Committee") on July 24, 2023, with respect to the third tranche of the Performance Unit Award granted to the reporting person on August 15, 2020, under the Kennametal Inc. Stock and Incentive Plan of 2016 (the "2020 Performance Unit Award".) On July 24, 2023, the Committee approved adjusted ROIC payout multiple at 125% for the third tranche of the 2020 Performance Unit Award, with the award adjusted by an 80% TSR modifier. Vesting and actual distribution of these shares remain subject to the reporting person's continued employment with the Company through August 15, 2023 |
| 2. Represents 821 performance stock units deemed to have been earned by the Committee on July 24, 2023, with respect to the second tranche of the Performance Unit Award granted to the reporting person on August 15, 2021 (the "2021 Performance Unit Award"), under the Kennametal Inc. 2020 Stock and Incentive Plan. On July 24, 2023, the Committee approved adjusted ROIC payout multiple at 125% for the second tranche of the 2021 Performance Unit Award. Vesting and actual distribution of these shares remain subject to the reporting person's continued employment with the Company through August 15, 2024 |
| 3. Represents 2,521 performance stock units deemed to have been earned by the Committee on July 24, 2023, with respect to the first tranche of the Performance Unit Award granted to the reporting person on August 15, 2022 (the "2022 Performance Unit Award"), under the Kennametal Inc. 2020 Stock and Incentive Plan. On July 24, 2023, the Committee approved adjusted ROIC payout multiple at 125% for the first tranche of the 2022 Performance Unit Award. Vesting and actual distribution of these shares remain subject to the reporting person's continued employment with the Company through August 15, 2025 |
| 4. Includes 345.61 shares of common stock held in the Kennametal Inc. 401(k) Plan |
| Michelle R. Keating, as attorney-in-fact for Patrick S. Watson | 07/26/2023 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||