SEC Filing | Kaman Corporation

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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^*

MORGAN MEGAN AMANDA

(Last)

(First)

(Middle)

C/O KAMAN CORPORATION

1332 BLUE HILLS AVENUE

(Street)

BLOOMFIELD

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)
VP-HR & CHRO

3. Date of Earliest Transaction (Month/Day/Year)
04/19/2024

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)
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)
Kaman Common Stock	04/19/2024		D⁽¹⁾		3,523	D	$46⁽²⁾	11,459	D
Kaman Common Stock	04/19/2024		D⁽¹⁾		9,539	D	$46⁽³⁾	1,920	D
Kaman Common Stock	04/19/2024		D⁽¹⁾		1,920	D	⁽⁴⁾	0.00	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)
Performance-Based Restricted Stock Unit	$0.00	04/19/2024		D⁽¹⁾			306	⁽⁵⁾⁽⁶⁾	12/31/2026	Kaman Common Stock	306	⁽⁵⁾	0.00	D
Performance-Based Restricted Stock Unit	$0.00	04/19/2024		D⁽¹⁾			8,804	⁽⁵⁾⁽⁷⁾	12/31/2025	Kaman Common Stock	8,804	⁽⁵⁾	0.00	D
Performance-Based Restricted Stock Unit	$0.00	04/19/2024		D			4,853	⁽⁵⁾⁽⁸⁾	12/31/2024	Kaman Common Stock	4,853	⁽⁵⁾	0.00	D

Explanation of Responses:

1. 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").

2. 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.

3. 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.

4. Reflects certain restricted shares cancelled for no consideration pursuant to the terms of the Merger Agreement.

5. 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.

6. 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.

7. 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.

8. 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.

Remarks:

	/s/ Megan A. Morgan	04/23/2024
	** 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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