Sec Form 4 Filing - SMITH RICHARD STANLEY JR @ KAMAN Corp - 2024-04-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SMITH RICHARD STANLEY JR 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 (Last) (First) (Middle) C/O KAMAN CORPORATION, 1332 BLUE HILLS AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 04/19/2024 (Street) BLOOMFIELD, CT06002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/19/2024 D( 1 ) 29,807 D $ 46 ( 2 ) 4,950 D Kaman Common Stock 04/19/2024 D( 1 ) 269 D $ 46 ( 3 ) 4,681 D Kaman Common Stock 04/19/2024 D( 1 ) 4,681 D 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Options (Right to buy) $ 42.86 04/19/2024 D( 1 ) 8,095 ( 6 ) 02/23/2026 Kaman Common Stock 8,095 ( 5 ) 0 D Stock Options (Right to buy) $ 39.54 04/19/2024 D( 1 ) 4,310 ( 6 ) 02/17/2025 Kaman Common Stock 4,310 ( 5 ) 0 D Performance-Based Restricted Stock Unit $ 0 04/19/2024 D( 1 ) 745 ( 7 )( 8 ) 12/31/2026 Kaman Common Stock 745 ( 7 ) 0 D Performance-Based Restricted Stock Unit $ 0 04/19/2024 D( 1 ) 22,325 ( 7 )( 9 ) 12/31/2025 Kaman Common Stock 22,325 ( 7 ) 0 D Performance-Based Restricted Stock Unit $ 0 04/19/2024 D( 1 ) 3,287 ( 7 )( 10 ) 12/31/2024 Kaman Common Stock 3,287 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH RICHARD STANLEY JR C/O KAMAN CORPORATION 1332 BLUE HILLS AVENUE BLOOMFIELD, CT06002 SVP GEN COUNSEL & SECRETARY Signatures /s/ Richard S. Smith, Jr. 04/23/2024 Signature of Reporting Person Date

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"). ( 10 )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. ( 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 Issuer stock option outstanding immediately prior to the Effective Time fully vested and was 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 subject to such option, multiplied by (b) the Merger Consideration less the per share exercise price applicable to such option, without interest, subject to any required withholding of taxes. ( 6 )These options were exercisable at the rate of 33 1/3% per year, generally beginning one year after the grant date and were to expire ten (10) years after grant. All options were issued under the Issuer's 16b-3 qualified stock incentive plans. ( 7 )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. ( 8 )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. ( 9 )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.

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