SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

PAINTER JONATHAN W

(Last)

(First)

(Middle)

KADANT INC.

ONE TECHNOLOGY PARK DRIVE

(Street)

WESTFORD

01886

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KADANT INC [ KAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2020		M		5,340	A	⁽¹⁾	22,502	D
Common Stock	06/30/2020		F		2,369	D	$97.19	20,133	D
Common Stock	06/30/2020		M		1,118	A	⁽²⁾	21,251	D
Common Stock	06/30/2020		F		496	D	$97.19	20,755	D
Common Stock								3	I	By Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	$0.0	06/30/2020		M			5,340	⁽¹⁾	04/30/2021	Common Stock	5,340	$0	0	D
Restricted Stock Unit	$0.0	06/30/2020		M			1,118	⁽²⁾	04/30/2021	Common Stock	1,118	$0	0	D
Restricted Stock Unit	$0.0	07/01/2020		A		1,042		⁽³⁾	01/31/2021	Common Stock	1,042	$0	1,042	D

Explanation of Responses:

1. The shares represent the settlement under a performance-based Restricted Stock Unit ("RSU") award granted March 7, 2018. Pursuant to the terms of an executive transition agreement between the reporting person and the Issuer dated February 13, 2019 ("Transition Agreement"), the vesting of the reporting person's outstanding RSUs was accelerated such that the RSUs vested and became distributable in full on June 30, 2020, the retirement date of the reporting person as an executive officer. The shares of common stock underlying such RSUs were converted to common stock on a one-for-one basis on the vesting date.

2. The shares represent the settlement under a time-based RSU award granted March 7, 2018. Pursuant to the terms of the Transition Agreement, the vesting of the reporting person's oustanding RSUs was accelerated, such that RSUs vested and became distributable in full on June 30, 2020, the retirement date of the reporting person as an executive officer. The shares of common stock underlying such RSUs were converted to common stock on a one-for-one basis on the vesting date.

3. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's common stock. The RSU vests in two equal installments on the last day of each of the Issuer's third and fourth quarters of fiscal 2020 provided the recipient continues to serve as a director of the Issuer.

Remarks:

	/s/ Stacy D. Krause, by power of attorney	07/01/2020
	** 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).
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