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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| 1600 TECHNOLOGY WAY |
| POST OFFICE BOX 231 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KENNAMETAL INC
[ KMT ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| Vice President |
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3. Date of Earliest Transaction
(Month/Day/Year)
12/11/2003
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Employee Stock Option (right to buy) |
$38.48
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12/11/2003 |
|
A |
|
10,000 |
|
|
12/10/2013 |
Common Stock |
10,000 |
$0
|
10,000 |
D |
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| Explanation of Responses: |
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| Remarks: |
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By: David W. Greenfield For: F. Nicholas Grasberger, III |
12/12/2003 |
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** 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. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24
POWER OF ATTORNEY
I, F. Nicholas Grasberger, appoint David W. Greenfield, Kevin G.
Nowe and Tara Breslin Vittone, signing singly, attorney-in-fact to:
(1) Execute on my behalf and in my capacity as a director and/or
an office of Kennametal Inc., a Pennsylvania corporation (the
"Company"), Forms 3, 4 and 5 (the "Form" or "Forms") in
accordance with Section 16(a) of the Securities Exchange Act
of 1934 (the "Act") and the rules thereunder; and
(2) Perform any and all acts on my behalf which may be necessary
or desirable to complete and execute any Form and timely file
such Form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) Take any other action in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by me, it being
understood that the documents executed by such attorney-in-fact
on my behalf pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in his discretion.
I grant to each such attorney-in-fact full power and authority to
do and perform any act necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as I might or could do if personally
present. I ratify and confirm all that such attorney-in-fact
shall lawfully do by the rights and powers granted by this
Power of Attorney. Each attorney-in-fact shall have full power
of substitution or revocation.
I acknowledge that the attorneys-in-fact, in serving in such
capacity at my request, are not assuming, nor is the Company
assuming, any of my responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until
I am no longer required to file the Forms with respect to my
holdings of and transactions in securities issued by the Company,
unless I earlier revoke it in a signed writing delivered to the
Office of the Secretary of the Company for distribution to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 24th day of July, 2003.
F. NICHOLAS GRASBERGER
F. NICHOLAS GRASBERGER
