Keating Michelle R Form 4 KENNAMETAL / Michelle R Keating ownership change

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^*

Keating Michelle R

(Last)

(First)

(Middle)

525 WILLIAM PENN PLACE

33RD FLOOR

(Street)

PITTSBURGH

15219

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KENNAMETAL INC [ KMT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2023

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	07/24/2023		A		1,127⁽¹⁾	A	$0	34,306.39⁽⁴⁾⁽⁵⁾	D
Common Stock	07/24/2023		A		1,773⁽²⁾	A	$0	36,079.39⁽⁴⁾⁽⁵⁾	D
Common Stock	07/24/2023		A		3,239⁽³⁾	A	$0	39,318.39⁽⁴⁾⁽⁵⁾	D

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)

Explanation of Responses:

1. Represents 1,127 performance stock units deemed to have been earned by the Compensation and Human Capital Committee ("the Committee") on July 24, 2023, with respect to the third tranche of the Performance Unit Award granted to the reporting person on August 15, 2020, under the Kennametal Inc. Stock and Incentive Plan of 2016 (the "2020 Performance Unit Award".) On July 24, 2023, the Committee approved adjusted ROIC payout multiple at 125% for the third tranche of the 2020 Performance Unit Award, with the award adjusted by an 80% TSR modifier. Vesting and actual distribution of these shares remain subject to the reporting person's continued employment with the Company through August 15, 2023

2. Represents 1,773 performance stock units deemed to have been earned by the Committee on July 24, 2023, with respect to the second tranche of the Performance Unit Award granted to the reporting person on August 15, 2021 (the "2021 Performance Unit Award"), under the Kennametal Inc. 2020 Stock and Incentive Plan. On July 24, 2023, the Committee approved adjusted ROIC payout multiple at 125% for the second 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

3. Represents 3,239 performance stock units deemed to have been earned by the Committee on July 24, 2023, with respect to the first 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 24, 2023, the Committee approved adjusted ROIC payout multiple at 125% for the first 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

4. Includes 71.94 shares of common stock held in the Kennametal Inc. 401(k) Plan

5. Includes 153.759 shares acquired through Kennametal Inc.'s dividend reinvestment plan, meeting the requirements of Rule 16a-11 of the Securities and Exchange Act of 1934 as amended, since the reporting person's last Form 4 filing

	Michelle R. Keating	07/26/2023
	** 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.
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Keating Michelle R Form 4KENNAMETAL / Michelle R Keating ownership change