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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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) | ||
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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 | |
| Reilly Carlonda R. 525 WILLIAM PENN PLACE 33RD FLOOR PITTSBURGH, PA 15219 |
Vice President | |||
| Michelle R. Keating, as attorney-in-fact | 07/31/2024 | |
| **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 837 performance stock units deemed to have been earned by the Compensation and Human Capital Committee ("the Committee") on July 29, 2024, with respect to the third tranche of the Performance Unit Award granted to the reporting person on August 15, 2021, under the Kennametal Inc. 2020 Stock and Incentive Plan (the "2021 Performance Unit Award".) On July 29, 2024, the Committee approved adjusted ROIC payout multiple at 67.3% for the third 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. |
| (2) | Represents 1,390 performance stock units deemed to have been earned by the Compensation and Human Capital Committee ("the Committee") on July 29, 2024, with respect to the second 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 29, 2024, the Committee approved adjusted ROIC payout multiple at 67.3% for the second 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. |
| (3) | Represents 1,605 performance stock units deemed to have been earned by the Compensation and Human Capital Committee ("the Committee") on July 29, 2024, with respect to the first tranche of the Performance Unit Award granted to the reporting person on August 15, 2023 (the "2023 Performance Unit Award"), under the Kennametal Inc. 2020 Stock and Incentive Plan. On July 29, 2024, the Committee approved adjusted ROIC payout multiple at 67.3% for the first tranche of the 2023 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, 2026. |