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). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KAMAN Corp [ KAMN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/08/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Kaman Common Stock | 09/08/2023 | M | 28,178(1) | A | $0.00 | 83,999.8101(2) | D | |||
Kaman Common Stock | 09/08/2023 | F | 11,100(3) | D | $0.00 | 72,899.8101 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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 | ||||||||
Performance-Based Restricted Stock Unit | $0.00 | (4) | 12/31/2025 | Kaman Common Stock | 78,610 | 78,610 | D | ||||||||
Performance-Based Restricted Stock Unit | $0.00 | (5) | 12/31/2024 | Kaman Common Stock | 41,255 | 41,255 | D | ||||||||
Performance-Based Restricted Stock Unit | $0.00 | (6) | 12/31/2023 | Kaman Common Stock | 26,065 | 26,065 | D | ||||||||
Restricted Stock Unit | $0.00(7) | 09/08/2023 | M | 28,178 | (8) | 09/08/2023 | Kaman Common Stock | 28,178 | $0.00 | 0.00 | D |
Explanation of Responses: |
1. This transaction represents the settlement of restricted stock units in shares of Kaman common stock on their scheduled vesting date. |
2. Includes the acquisition of 1,093.6132 shares under the Corporation's Employees Stock Purchase Plan, a Rule 16b-3 qualified plan, through 9/8/2023. |
3. Represents shares withheld to satisfy tax obligations upon settlement of a vested restricted stock unit, as permitted by the Company's Second Amended and Restated 2013 Management Incentive Plan. |
4. Represents performance-based restricted share units ("PSUs") granted under the Amended and Restated Kaman Corporation 2013 Management Incentive Plan, a Rule 16b-3 qualified plan. Each PSU represents a contingent right to receive one share of the common stock, par value $1.00 per share, of the Company. The number of PSUs that may be earned is between 0% and 200% of the target number of PSUs and shall vest based on ROIC and relative TSR performance over the three-year performance period ending on December 31, 2025. The indicated number of PSUs assumes 100% vesting at target. The actual number of shares issued in settlement of the PSUs may be more or less than the indicated number. |
5. Represents PSUs granted under the Amended and Restated Kaman Corporation 2013 Management Incentive Plan, a Rule 16b-3 qualified plan. Each PSU represents a contingent right to receive one share of the common stock, par value $1.00 per share, of the Company. The number of PSUs that may be earned is between 0% and 200% of the target number of PSUs and shall vest based on ROIC and relative TSR performance over the three-year performance period ending on December 31, 2024. The indicated number of PSUs assumes 100% vesting at target. The actual number of shares issued in settlement of the PSUs may be more or less than the indicated number. |
6. Represents PSUs granted under the Amended and Restated Kaman Corporation 2013 Management Incentive Plan, a Rule 16b-3 qualified plan. Each PSU represents a contingent right to receive one share of the common stock, par value $1.00 per share, of the Company. The number of PSUs that may be earned is between 0% and 200% of the target number of PSUs and shall vest based on ROIC and relative TSR performance over the three-year performance period ending on December 31, 2023. The indicated number of PSUs assumes 100% vesting at target. The actual number of shares issued in settlement of the PSUs may be more or less than the indicated number. |
7. Each restricted stock unit represents a contingent right to receive one share of Kaman common stock. |
8. The restricted stock units vested three years from the date of grant, provided the reporting person remained employed by the Company through the vesting date. This transaction represents the settlement of restricted stock units in shares of Kaman common stock on their scheduled vesting date. |
Remarks: |
/s/ Ian K. Walsh | 09/11/2023 | |
** 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. |