| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KAMN | Kaman Common Stock | -Disposed to Issuer | -$1,371,122 | -29,807 | -85.76% | $46.00 | 4,950 | Apr 19, 2024 | Direct | F1, F2 |
| transaction | KAMN | Kaman Common Stock | -Disposed to Issuer | -$12,374 | -269 | -5.43% | $46.00 | 4,681 | Apr 19, 2024 | Direct | F1, F3 |
| transaction | KAMN | Kaman Common Stock | -Disposed to Issuer | -4,681 | -100% | 0 | Apr 19, 2024 | Direct | F1, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | KAMN | Stock Options (Right to buy) | -Disposed to Issuer | -8,095 | -100% | 0 | Apr 19, 2024 | Kaman Common Stock | 8,095 | $42.86 | Direct | F1, F5, F6 | ||
| transaction | KAMN | Stock Options (Right to buy) | -Disposed to Issuer | -4,310 | -100% | 0 | Apr 19, 2024 | Kaman Common Stock | 4,310 | $39.54 | Direct | F1, F5, F6 | ||
| transaction | KAMN | Performance-Based Restricted Stock Unit | -Disposed to Issuer | -745 | -100% | 0 | Apr 19, 2024 | Kaman Common Stock | 745 | $0.00 | Direct | F1, F7, F8 | ||
| transaction | KAMN | Performance-Based Restricted Stock Unit | -Disposed to Issuer | -22,325 | -100% | 0 | Apr 19, 2024 | Kaman Common Stock | 22,325 | $0.00 | Direct | F1, F7, F9 | ||
| transaction | KAMN | Performance-Based Restricted Stock Unit | -Disposed to Issuer | -3,287 | -100% | 0 | Apr 19, 2024 | Kaman Common Stock | 3,287 | $0.00 | Direct | F1, F7, F10 |
Richard S. Smith Jr is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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"). |
| F10 | 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. |
| F2 | 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. |
| F3 | 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. |
| F4 | Reflects certain restricted shares cancelled for no consideration pursuant to the terms of the Merger Agreement. |
| F5 | 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. |
| F6 | 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. |
| F7 | 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. |
| F8 | 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. |
| F9 | 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. |