4//SEC Filing
MORGAN MEGAN AMANDA 4
Accession 0001562180-24-003502
CIK 0000054381other
Filed
Apr 22, 8:00 PM ET
Accepted
Apr 23, 2:51 PM ET
Size
18.5 KB
Accession
0001562180-24-003502
Insider Transaction Report
Form 4
KAMAN CorpKAMN
MORGAN MEGAN AMANDA
VP-HR & CHRO
Transactions
- Disposition to Issuer
Kaman Common Stock
2024-04-19$46.00/sh−3,523$162,058→ 11,459 total - Disposition to Issuer
Performance-Based Restricted Stock Unit
2024-04-19−306→ 0 totalExercise: $0.00Exp: 2026-12-31→ Kaman Common Stock (306 underlying) - Disposition to Issuer
Kaman Common Stock
2024-04-19$46.00/sh−9,539$438,794→ 1,920 total - Disposition to Issuer
Kaman Common Stock
2024-04-19−1,920→ 0 total - Disposition to Issuer
Performance-Based Restricted Stock Unit
2024-04-19−4,853→ 0 totalExercise: $0.00Exp: 2024-12-31→ Kaman Common Stock (4,853 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Unit
2024-04-19−8,804→ 0 totalExercise: $0.00Exp: 2025-12-31→ Kaman Common Stock (8,804 underlying)
Footnotes (8)
- [F1]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").
- [F2]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.
- [F3]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.
- [F4]Reflects certain restricted shares cancelled for no consideration pursuant to the terms of the Merger Agreement.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
Documents
Issuer
KAMAN Corp
CIK 0000054381
Entity typeother
Related Parties
1- filerCIK 0001841567
Filing Metadata
- Form type
- 4
- Filed
- Apr 22, 8:00 PM ET
- Accepted
- Apr 23, 2:51 PM ET
- Size
- 18.5 KB