VP - Human Resources Phillips Elizabeth D converted options into 3,736 shares and covered exercise/tax liability with 1,704 shares, increasing direct ownership by 20% to 12,295 units (SEC Form 4)
$KEQU
Medical Specialities
Industrials
| 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KEWAUNEE SCIENTIFIC CORP /DE/ [ KEQU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/30/2024 | M | 3,736 | A | $0(1) | 13,999 | D | |||
| Common Stock | 07/01/2024 | F | 1,704 | D | $44.86 | 12,295 | D | |||
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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) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units FY22 | (1) | 06/30/2024 | M | 1,504 | (2) | (2) | Common Stock | 1,504 | $0 | 0 | D | ||||
| Restricted Stock Units FY23 | (1) | 06/30/2024 | M | 1,756 | (3) | (3) | Common Stock | 1,756 | $0 | 1,756 | D | ||||
| Restricted Stock Units FY24 | (1) | 06/30/2024 | M | 476 | (4) | (4) | Common Stock | 476 | $0 | 4,281 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units convert to common stock on a one-for-one basis. |
| 2. On June 23, 2021, the reporting person was granted restricted stock units that vest as follows: (a) 100% of the number of restricted stock units subject to the award consist of service-based restricted stock units that vest in three equal annual installments beginning on June 30, 2022, subject to the reporting person's continued employment with the Company. |
| 3. On June 29, 2022, the reporting person was granted restricted stock units that vest as follows: (a) 100% of the number of restricted stock units subject to the award consist of service-based restricted stock units that vest in three equal annual installments beginning on June 30, 2023, subject to the reporting person's continued employment with the Company. |
| 4. On June 28, 2023, the reporting person was granted restricted stock units that vest as follows: (a) 30% of the number of restricted stock units subject to the award consist of service-based restricted stock units that vest in three equal annual installments beginning on June 30, 2024, subject to the reporting person's continued employment with the Company, and (b) 70% of the number of restricted stock units subject to the award consist of performance-based restricted stock units that vest only if performance goals are achieved over a three-year period. The actual number of units (if any) received under this award will depend on continued employment and actual performance over the three-year performance period. |
| Remarks: |
| /s/ Donald T. Gardner III, Attorney-in-fact | 07/02/2024 | |
| ** 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. | ||