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^*

LEVANDUSKI JOSEPH J

(Last)

(First)

(Middle)

200 PUBLIC SQUARE, SUITE 1500

(Street)

CLEVELAND

44114

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HAWK CORP [ HWK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President -- CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2003

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)

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)
Employee Stock Option	$5.05	01/30/2004		A		20,000		⁽¹⁾	01/30/2014	Class A Common Stock	20,000	⁽²⁾	79,118	D
Employee Stock Option	$6.81	07/29/2003		D			10,000	⁽³⁾	09/27/2010	Class A Common Stock	10,000	⁽²⁾	59,118	D
Employee Stock Option	$8.06	07/29/2003		D			1,000	⁽⁴⁾	02/01/2009	Class A Common Stock	1,000	⁽²⁾	59,118	D
Employee Stock Option	$17	07/29/2003		D			10,000	⁽⁵⁾	05/15/2008	Class A Common Stock	10,000	⁽²⁾	59,118	D

Explanation of Responses:

1. 18,000 options were exercisable as of the date of grant. 2,000 options are exercisable on 9/27/2005.

2. On July 29, 2003, the issuer canceled, pursuant to the issuer's option exchange program, three option grants as described herein. In exchange for 10,000 options granted on 9/27/2000, the reporting person received 10,000 options, in exchange for 1,000 options granted on 2/1/1999, the reporting person received 1,000 options and in exchange for 10,000 options granted on 5/15/1998, the reporting person received 9,000 options, or a total of 20,000 options as described herein.

3. The option provided for vesting in five equal annual installments beginning on 9/27/2001.

4. The option provided for vesting in five equal annual installments beginning on 2/1/2000.

5. The option provided for vesting in five equal annual installments beginning on 5/15/1999.

	/s/ Marc C. Krantz, Attorney-in-Fact for Joseph J. Levanduski	04/07/2005
	** 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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