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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CARDOSO CARLOS M 1600 TECHNOLOGY WAY P.O. BOX 231 LATROBE, PA 15650 |
President and CEO |
By: Kevin G. Nowe For: Carlos M. Cardoso | 08/12/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents shares deemed to have been earned by the Compensation Committee of the Board of Directors (the "Committee) on July 26, 2011 with respect to the first tranche of the performance unit award granted to the reporting person on August 1, 2010 under the Kennametal Inc. Stock and Incentive Plan of 2010 (the "2010 Performance Unit Award"). The vesting and actual payout of these shares remain subject to the reporting person's continued employment with Kennametal Inc. (the "Company") through August 1, 2013. |
(2) | The reporting person was advised by the Issuer when these awards were granted that these awards would not be reportable prior to all vesting conditions being satisfied (including the continued employment condition), which just occurred on August 1, 2013 for the 2010 Performance Unit Award and which will not occur until August 1, 2014 for the 2011 Performance Unit Award. The reporting person is filing this Form 4 prior thereto due to the Issuer now concluding that the reporting date should have been the earlier date on which the Committee deemed the various tranches of these awards earned. |
(3) | Represents shares deemed to have been earned by the Committee on July 24, 2012 with respect to the second tranche of the 2010 Performance Unit Award. The vesting and actual payout of these shares remain subject to the reporting person's continued employment with the Company through August 1, 2013. |
(4) | Represents shares deemed to have been earned by the Committee on July 24, 2012 with respect to the first tranche of the performance unit award granted to the reporting person on August 1, 2011 under the Plan (the "2011 Performance Unit Award"). The vesting and actual payout of these shares remain subject to the reporting person's continued employment with the Company through August 1, 2014. |
(5) | Includes 1,282 shares held within the Kennametal Inc. 401K Plan. |