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^*

Hanna Steven R

(Last)

(First)

(Middle)

1600 TECHNOLOGY WAY

(Street)

LATROBE

15650

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2011

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

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)
Common Stock	07/26/2011		A		3,098⁽¹⁾⁽⁴⁾	A	$0	5,358	D
Common Stock	07/24/2012		A		3,098⁽²⁾⁽⁴⁾	A	$0	8,456	D
Common Stock	07/24/2012		A		1,305⁽³⁾⁽⁴⁾	A	$0	9,761	D
Common Stock	08/01/2013		F		1,806	D	$45.24	7,955⁽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 (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)

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 Performance 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 633 shares held within the Kennametal Inc. 401K Plan.

	By: Kevin G. Nowe For: Steven R. Hanna	08/12/2013
	** 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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