KAISER ALUMINUM CORP — Director's Dealing 2012

Mar 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAISER ALUMINUM CORP (KALU)
CIK: 0000811596
Period of Report: 2012-03-05

Reporting Person: McAuliffe James E (Sr. VP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common Stock, par value $0.01 per share	A	275	$0.00	Acquired	21626	Direct
2012-03-05	Common Stock, par value $0.01 per share	F	101	$47.44	Disposed	21525	Direct
2012-03-05	Common Stock, par value $0.01 per share	A	2644	$0.00	Acquired	24169	Direct
2012-03-05	Common Stock, par value $0.01 per share	F	903	$47.44	Disposed	23266	Direct

Footnotes

F1: Shares earned upon the vesting on March 5, 2012 of certain performance shares granted to the reporting person in 2009 under the Kaiser Aluminum Corporation 2006 Equity and Performance Incentive Plan, as amended. On March 5, 2012, the Registrant's compensation committee certified the performance shares payout multiplier based on the level of achievement by the Registrant of a certain pre-established performance goal for 2009 through 2011.

F2: Shares withheld to satisfy the withholding tax obligations resulting from the vesting on March 5, 2012 of the above-referenced performance shares.

F3: Grant to the reporting person effective as of March 5, 2012, of restricted stock under the Kaiser Aluminum Corporation Amended and Restated 2006 Equity and Performance Incentive Plan. All restrictions will lapse on March 5, 2015 or earlier upon the occurrence of certain specified circumstances.

F4: Shares withheld to satisfy the withholding tax obligations resulting from the recognition of income with respect to the grant of restricted shares on March 5, 2012 under the Kaiser Aluminum Corporation 2006 Amended and Restated Equity and Performance Incentive Plan. The restricted shares are not subject to a substantial risk of forfeiture for tax purposes as a result of the reporting person reaching age 65 prior to the grant date.