Sec Form 4 Filing - TUCKER JOHN R @ KENNAMETAL INC - 2011-07-26

Insider filing report for Changes in Beneficial Ownership
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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
TUCKER JOHN R
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
(Last) (First) (Middle)
1600 TECHNOLOGY WAY
3. Date of Earliest Transaction (MM/DD/YY)
07/26/2011
(Street)
LATROBE, PA15650
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
Common Stock 07/26/2011 A 4,028 ( 1 ) ( 4 ) A $ 0 7,105 D
Common Stock 07/24/2012 A 4,028 ( 2 ) ( 4 ) A $ 0 11,133 D
Common Stock 07/24/2012 A 2,009 ( 3 ) ( 4 ) A $ 0 13,142 D
Common Stock 08/01/2013 F 3,524 D $ 45.24 9,618 ( 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 (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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TUCKER JOHN R
1600 TECHNOLOGY WAY
LATROBE, PA15650
Vice President
Signatures
By: Kevin G. Nowe For: John R. Tucker 08/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares deemed to have been earned by the Compensation Committee of the Board of Directors (the "Committee") on July 26, 2011 with respect to the first tranche of the performance unit award granted to the reporting person on August 1, 2010 under the Kennametal Inc. Stock and Incentive Plan of 2010 (the "2010 Peformance Unit Award"). The vesting and actual payout of these shares remain subject to the reporting person's continued employment with Kennametal Inc. (the "Company") through August 1, 2013.
( 2 )Represents shares deemed to have been earned by the Committee on July 24, 2012 with respect to the second tranche of the 2010 Performance Unit Award. The vesting and actual payout of these shares remain subject to the reporting person's continued employment with the Company through August 1, 2013.
( 3 )Represents shares deemed to have been earned by the Committee on July 24, 2012 with respect to the first tranche of the performance unit award granted to the reporting person on August 1, 2011 under the Plan (the "2011 Performance Unit Award"). The vesting and actual payout of these shares remain subject to the reporting person's continued employment with the Company through August 1, 2014.
( 4 )The reporting person was advised by the Issuer when these awards were granted that these awards would not be reportable prior to all vesting conditions being satisfied (including the continued employment condition), which just occurred on August 1, 2013 for the 2010 Performance Unit Award and which will not occur until August 1, 2014 for the 2011 Performance Unit Award. The reporting person is filing this Form 4 prior thereto due to the Issuer now concluding that the reporting date should have been the earlier date on which the Committee deemed the various tranches of these awards earned.
( 5 )Includes 626 shares held within the Kennametal Inc. 401K Plan.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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