0001562180-24-003506.txt : 20240423 0001562180-24-003506.hdr.sgml : 20240423 20240423150509 ACCESSION NUMBER: 0001562180-24-003506 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240419 FILED AS OF DATE: 20240423 DATE AS OF CHANGE: 20240423 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMITH RICHARD STANLEY JR CENTRAL INDEX KEY: 0001963434 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35419 FILM NUMBER: 24864363 MAIL ADDRESS: STREET 1: C/O KAMAN CORPORATION STREET 2: PO BOX 1 CITY: BLOOMFIELD STATE: CT ZIP: 06002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KAMAN Corp CENTRAL INDEX KEY: 0000054381 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 060613548 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1332 BLUE HILLS AVE STREET 2: PO BOX 1 CITY: BLOOMFIELD STATE: CT ZIP: 06002 BUSINESS PHONE: 8602436321 MAIL ADDRESS: STREET 1: 1332 BLUE HILLS AVE STREET 2: PO BOX 1 CITY: BLOOMFIELD STATE: CT ZIP: 06002 FORMER COMPANY: FORMER CONFORMED NAME: KAMAN CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KAMAN AIRCRAFT CORP DATE OF NAME CHANGE: 19680403 4 1 primarydocument.xml PRIMARY DOCUMENT X0508 4 2024-04-19 true 0000054381 KAMAN Corp KAMN 0001963434 SMITH RICHARD STANLEY JR C/O KAMAN CORPORATION 1332 BLUE HILLS AVENUE BLOOMFIELD CT 06002 false true false false SVP GEN COUNSEL & SECRETARY false Kaman Common Stock 2024-04-19 4 D false 29807.00 46.00 D 4950.00 D Kaman Common Stock 2024-04-19 4 D false 269.00 46.00 D 4681.00 D Kaman Common Stock 2024-04-19 4 D false 4681.00 D 0.00 D Stock Options (Right to buy) 42.86 2024-04-19 4 D false 8095.00 D 2026-02-23 Kaman Common Stock 8095.00 0.00 D Stock Options (Right to buy) 39.54 2024-04-19 4 D false 4310.00 D 2025-02-17 Kaman Common Stock 4310.00 0.00 D Performance-Based Restricted Stock Unit 0.00 2024-04-19 4 D false 745.00 D 2026-12-31 Kaman Common Stock 745.00 0.00 D Performance-Based Restricted Stock Unit 0.00 2024-04-19 4 D false 22325.00 D 2025-12-31 Kaman Common Stock 22325.00 0.00 D Performance-Based Restricted Stock Unit 0.00 2024-04-19 4 D false 3287.00 D 2024-12-31 Kaman Common Stock 3287.00 0.00 D 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"). 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. 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. 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. Reflects certain restricted shares cancelled for no consideration pursuant to the terms of the Merger Agreement. 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. 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. 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. 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. 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. /s/ Richard S. Smith, Jr. 2024-04-23