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
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52207.0792
46.00
D
53259.00
D
Kaman Common Stock
2024-04-19
4
D
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23747.00
46.00
D
29512.00
D
Kaman Common Stock
2024-04-19
4
D
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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
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2024-04-19
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63966.00
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2024-12-31
Kaman Common Stock
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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