Kennametal (KMT) Form 4 KENNAMETAL / Michelle R Keating 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^*

Keating Michelle R

(Last) (First) (Middle)

525 WILLIAM PENN PLACE

33RD FLOOR

(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)
07/31/2020

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	07/31/2020		M		5,123	A	$26.96	18,280.3	D
Common Stock	07/31/2020		F		1,447	D	$26.96	16,833.3	D
Common Stock	07/31/2020		J		6,573(1)	D	$0	10,260.3(2)	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
Restricted Stock Units	(3)	07/31/2020		M			998	08/01/2020	(4)	Common Stock	998	$0	0	D
Restricted Stock Units	(3)	07/31/2020		M			1,204	08/01/2020	(4)	Common Stock	1,204	$0	1,205	D

Explanation of Responses:

1. Represents 6,573 performance unit shares previously reported on Form 4 as deemed earned (3,652 shares) and granted (2,921 shares) under Kennametal's 2017 Performance Unit Awards that have met the performance requirements for distribution as common shares. Previously reported deemed earned shares are subject to a relative TSR multiplier, calculated on 7/27/2020 as 80%, and applied upon vesting. Distributed performance unit shares are separately reported on Form 4 as acquired common stock.

2. Includes 66.62 shares held in the Kennametal Inc. 401(k) Plan and 2,032 shares of performance unit shares not yet distributed.

3. 1 - for - 1

4. Restricted Stock Units are subject to time-based vesting and are disbursed in three equal annual installments, commencing on the first anniversary date of the grant date and subject to continued employment with the company.

	Michelle R. Keating	08/03/2020
	** 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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