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Form 4 KENNAMETAL INC For: Aug 15 Filed by: Keating Michelle R

August 17, 2022 4:35 PM EDT

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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)
08/15/2022
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 08/15/2022   M   5,888 A $ 27.27 30,418.539 D  
Common Stock 08/15/2022   F   1,676 D $ 27.27 28,742.539 D  
Common Stock 08/15/2022   J   4,281 (1) A $ 0 33,023.539 (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) 08/15/2022   M     2,013   (4)   (4) Common Stock 2,013 $ 0 0 D  
Restricted Stock Units (3) 08/15/2022   M     2,456   (4)   (4) Common Stock 2,456 $ 0 2,456 D  
Restricted Stock Units (3) 08/15/2022   M     1,419   (4)   (4) Common Stock 1,419 $ 0 2,838 D  
Restricted Stock Units (3) 08/15/2022   A   7,776     (4)   (4) Common Stock 7,776 $ 27.27 7,776 D  
Explanation of Responses:
1. Represents 4,281 performance stock units (PSUs) deemed to have been earned by the Compensation and Human Capital Committee of the Board of Directors on July 25, 2022, with respect to the 2020 and 2021 Performance Unit Awards granted to the reporting person on August 15, 2022 as follows: 2,714 PSUs granted under the Kennametal Inc. Stock and Incentive Plan of 2016, for the second tranche of the 2020 Performance Unit Award; and 1,567 PSUs granted under the Kennametal Inc. 2020 Stock and Incentive Plan for the first tranche of the 2021 Performance Unit Award.
2. Includes 69.85 shares held in the Kennametal Inc. 401(k) Plan and 3,930 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, subject to continued employment with the company.
Michelle R. Keating 08/17/2022
** 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.


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