KENNAMETAL INC — Director's Dealing 2013

Aug 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KENNAMETAL INC (kmt)
CIK: 0000055242
Period of Report: 2011-07-26

Reporting Person: JACKO JOHN H (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-26	Common Stock	A	4028	—	Acquired	16561	Direct
2012-07-24	Common Stock	A	4028	—	Acquired	20589	Direct
2012-07-24	Common Stock	A	1707	—	Acquired	22296	Direct
2013-08-01	Common Stock	F	3524	$45.24	Disposed	18772	Direct

Footnotes

F1: Represents shares deemed to have been earned by the Compensation Committee of the Board of Directors (the "Committee") on July 26, 2011 with respect to the first tranche of the performance unit award granted to the reporting person on August 1, 2010 under the Kennametal Inc. Stock and Incentive Plan of 2010 (the "2010 Performance Unit Award"). The vesting and actual payout of these shares remain subject to the reporting person's continued employment with Kennametal Inc. (the "Company") through August 1, 2013.

F2: Represents shares deemed to have been earned by the Committee on July 24, 2012 with respect to the second tranche of the 2010 Performance Unit Award. the vesting and actual payout of these shares remain subject to the reporting person's continued employment with the Company through August 1, 2013.

F3: Represents shares deemed to have been earned by the Committee on July 24, 2012 with respect to the first tranche of the performance unit award granted to the reporting person on August 1, 2011 under the Plan (the "2011 Performance Unit Award"). The vesting and actual payout of these shares remain subject to the reporting person's continued employment with the Company through August 1, 2014.

F4: The reporting person was advised by the Issuer when these awards were granted that these awards would not be reportable prior to all vesting conditions being satisfied (including the continued employment condition), which just occurred on August 1, 2013 for the 2010 Performance Unit Award and which will not occur until August 1, 2014 for the 2011 Performance Unit Award. The reporting person is filing this Form 4 prior thereto due to the Issuer now concluding that the reporting date should have been the earlier date on which the Committee deemed the various tranches of these awards earned.

F5: Includes 666 shares held within the Kennametal Inc. 401K Plan.