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^*

EMLING JOHN R

(Last)

(First)

(Middle)

315 EAST EISENHOWER PARKWAY, SUITE 300

(Street)

ANN ARBOR

48108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KAYDON CORP [ KDN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior V. Pres., COO

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2008

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⁽¹⁾	02/14/2008		A		10,000⁽¹⁾	A	$0.00	70,262⁽²⁾	D
Common Stock								630	I	By 401(k) plan

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)
Stock option (right to buy)	$42.46	02/14/2008		A		20,000		02/14/2009⁽³⁾	02/14/2018⁽⁴⁾	Common stock	20,000	$0.00	20,000	D

Explanation of Responses:

1. Restricted stock grant. 20% of shares granted vest each year, with first vesting occuring on 1/5/2009.

2. Includes 44,240 shares subject to restrictions and forfeiture.

3. Option granted pursuant to the Kaydon 1999 Long Term Stock Incentive Plan. The option is exercisable in annual installments on a cumulative basis. On the first anniversary date of the grant date, the option becomes exercisable with respect to 4,000 shares of Common Stock. On each anniversary date thereafter, the option becomes exercisable with respect to an additional 4,000 shares of Common Stock with the result that the option will be exercisable with respect to all 20,000 shares of Common Stock on the fifth anniversary date of the grant date. Exercisability may be accelerated in the event of the reporting person's termination of service due to death or death following a termination of service.

4. The option will terminate on the first to occur of (a) the tenth anniversary of the grant date, (b) one month after the reporting person's termination of service for any reason other than death, disablility or retirement from the Board of Directors, or (c) five years from the date of the reporting person's death (whether before or after a termination of service).

Remarks:

	/s/ John R. Emling, by Debra K. Crane, attorney-in-fact	02/19/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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