KENNAMETAL INC — Director's Dealing 2012

Aug 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KENNAMETAL INC (kmt)
CIK: 0000055242
Period of Report: 2012-08-01

Reporting Person: MCLEVISH TIMOTHY R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-01	Common Stock	M	496	$36.76	Acquired	19950	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-01	Restricted Stock Units	$	M	496	Disposed		Common Stock (496)	Direct
2012-08-01	Stock Credits	$	A	1089	Acquired		Common Stock (1089)	Direct
2012-08-01	Stock Options (right to buy)	$36.76	A	7000	Acquired	2022-07-31	Common Stock (7000)	Direct

Footnotes

F1: 1-for-1.

F2: Restricted Stock Units are subject to time-based vesting and are dispersed in three equal annual installments, commencing on the first anniversary of the grant date.

F3: The stock credits become payable in common stock (i) in the event of a change of control of the company, or (ii) on the date that the reporting person ceases (other than by reason of death) to be a director ("retirement"), unless the reporting person has elected to receive the common stock represented by the stock credits following retirement; provided, however, that the stock credits will not become payable prior to the third anniversary of the date of issuance.

F4: Option is exercisable in three equal installments, commencing on the first anniversary of the grant date.