0001562180-24-003508.txt : 20240423 0001562180-24-003508.hdr.sgml : 20240423 20240423151333 ACCESSION NUMBER: 0001562180-24-003508 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240419 FILED AS OF DATE: 20240423 DATE AS OF CHANGE: 20240423 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Walsh Ian K. CENTRAL INDEX KEY: 0001742930 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35419 FILM NUMBER: 24864453 MAIL ADDRESS: STREET 1: 111 E. KILBOURNE AVE CITY: MILWAULKEE STATE: WI ZIP: 53202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KAMAN Corp CENTRAL INDEX KEY: 0000054381 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 060613548 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1332 BLUE HILLS AVE STREET 2: PO BOX 1 CITY: BLOOMFIELD STATE: CT ZIP: 06002 BUSINESS PHONE: 8602436321 MAIL ADDRESS: STREET 1: 1332 BLUE HILLS AVE STREET 2: PO BOX 1 CITY: BLOOMFIELD STATE: CT ZIP: 06002 FORMER COMPANY: FORMER CONFORMED NAME: KAMAN CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KAMAN AIRCRAFT CORP DATE OF NAME CHANGE: 19680403 4 1 primarydocument.xml PRIMARY DOCUMENT X0508 4 2024-04-19 true 0000054381 KAMAN Corp KAMN 0001742930 Walsh Ian K. C/O KAMAN CORPORATION 1332 BLUE HILLS AVE BLOOMFIELD CT 06002 true true false false Chairman, President & CEO false Kaman Common Stock 2024-04-19 4 D false 52207.0792 46.00 D 53259.00 D Kaman Common Stock 2024-04-19 4 D false 23747.00 46.00 D 29512.00 D Kaman Common Stock 2024-04-19 4 D false 29512.00 D 0.00 D Performance-Based Restricted Stock Unit 0.00 2024-04-19 4 D false 4698.00 D 2026-12-31 Kaman Common Stock 4698.00 0.00 D Performance-Based Restricted Stock Unit 0.00 2024-04-19 4 D false 135052.00 D 2025-12-31 Kaman Common Stock 135052.00 0.00 D Performance-Based Restricted Stock Unit 0.00 2024-04-19 4 D false 63966.00 D 2024-12-31 Kaman Common Stock 63966.00 0.00 D On April 19, 2024, affiliates of investment funds managed by Arcline Investment Management LP ("Arcline") acquired Kaman Corporation (the "Issuer") pursuant to the Agreement and Plan of Merger, dated as of January 18, 2024, entered into by and among the Issuer, Ovation Parent, Inc., an affiliate of Arcline ("Parent"), and Ovation Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub") (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). Includes the acquisition of 10.20643 shares under the Kaman Corporation Amended and Restated Employee Stock Purchase Plan, a Rule 16b-3 qualified plan, through April 19, 2024. Reflects shares of Issuer common stock disposed of in the Merger. At the effective time of the Merger (the "Effective Time"), each share of the Issuer common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive $46.00 in cash (the "Merger Consideration"), without interest, subject to any applicable withholding taxes. Reflects restricted shares disposed of in the Merger. At the Effective Time, each outstanding share of Issuer restricted stock immediately prior to the Effective Time fully vested and was cancelled and converted into the right to receive the Merger Consideration, without interest, subject to any applicable withholding taxes. Reflects certain restricted shares cancelled for no consideration pursuant to the terms of the Merger Agreement. At the Effective Time, each outstanding PSU was fully vested, cancelled and converted into the right to receive a payment in cash equal to the product of (a) the number of shares of Issuer common stock underlying such PSU, multiplied by (b) the Merger Consideration, without interest, subject to any required withholding of taxes. The number of PSUs that vested was calculated pursuant to the terms of the Merger Agreement. Any remaining unvested PSUs were cancelled for no consideration pursuant to the terms of the Merger Agreement. Represents performance-based restricted share units ("PSUs") granted under an Issuer 16b-3 qualified stock incentive plan disposed of in the Merger. Each PSU represented a contingent right to receive one share of Issuer common stock. The number of PSUs that were to be earned was between 0% and 200% of the target number of PSUs previously reported and would have vested based on ROIC and relative TSR performance over the three-year performance period ending on December 31, 2026. Represents PSUs granted under an Issuer 16b-3 qualified stock incentive plan disposed of in the Merger. Each PSU represented a contingent right to receive one share of Issuer common stock. The number of PSUs that were to be earned was between 0% and 200% of the target number of PSUs previously reported and would have vested based on ROIC and relative TSR performance over the three-year performance period ending on December 31, 2025. Represents PSUs granted under an Issuer 16b-3 qualified stock incentive plan disposed of in the Merger. Each PSU represented a contingent right to receive one share of Issuer common stock. The number of PSUs that were to be earned was between 0% and 200% of the target number of PSUs previously reported and would have vested based on ROIC and relative TSR performance over the three-year performance period ending on December 31, 2024. /s/ Ian K. Walsh 2024-04-23