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*
SMITH RICHARD STANLEY JR

(Last) (First) (Middle)
C/O KAMAN CORPORATION
1332 BLUE HILLS AVENUE

(Street)
BLOOMFIELD CT 06002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KAMAN Corp [ KAMN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP GEN COUNSEL & SECRETARY
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2023
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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
Code V Amount (A) or (D) Price
Kaman Common Stock 12/05/2023 A 9,972(1) A $0.00 28,747 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance-Based Restricted Stock Unit $0.00 (2) 12/31/2025 Kaman Common Stock 12,995 12,995 D
Performance-Based Restricted Stock Unit $0.00 (3) 12/31/2024 Kaman Common Stock 2,120 2,120 D
Performance-Based Restricted Stock Unit $0.00 (4) 12/31/2023 Kaman Common Stock 1,450 1,450 D
Stock Options (Right to buy) $64.48 (5) 02/17/2030 Kaman Common Stock 7,635 7,635 D
Stock Options (Right to buy) $61.02 (5) 02/18/2029 Kaman Common Stock 7,045 7,045 D
Stock Options (Right to buy) $62.46 (5) 02/20/2028 Kaman Common Stock 7,575 7,575 D
Stock Options (Right to buy) $51.97 (5) 02/17/2027 Kaman Common Stock 8,430 8,430 D
Stock Options (Right to buy) $42.86 (5) 02/23/2026 Kaman Common Stock 8,095 8,095 D
Stock Options (Right to buy) $39.54 (5) 02/17/2025 Kaman Common Stock 4,310 4,310 D
Stock Options (Right to buy) $39.22 (5) 02/19/2024 Kaman Common Stock 3,340 3,340 D
Explanation of Responses:
1. Represents a restricted stock award granted under the Kaman Corporation Second Amended and Restated 2013 Management Incentive Plan, a Rule 16b-3 qualified plan. Restrictions lapse 3 years following the grant date on December 5, 2026, subject to certain accelerated vesting provisions.
2. Represents performance-based restricted share units ("PSUs") granted under the Second 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.
3. 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.
4. 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.
5. Exercisable at the rate of 20% per year, generally beginning one year after grant date; expires ten (10) years after grant. All options are issued under the Corporation's 16b-3 qualified stock incentive plans. The Plans include a feature which permits the exercise price for an option to be paid by withholding a portion of the shares otherwise issuable upon exercise.
Remarks:
/s/ Richard S. Smith, Jr. 12/06/2023
** 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).
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