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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Options (Right to Buy) | $ 80.01 | (5) | 04/03/2017 | Common Stock, par value $0.01 per share | 8,037 | 8,037 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HOCKEMA JACK A C/O KAISER ALUMINUM CORP. 27422 PORTOLA PARKWAY SUITE 200 FOOTHILL RANCH, CA 92610 |
X | President & CEO | ||
| /s/ Cherrie I. Tsai, with power of attorney for Jack A. Hockema | 03/07/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Grant to the reporting person effective as of March 5, 2013, of restricted stock under the Kaiser Aluminum Corporation Amended and Restated 2006 Equity and Performance Incentive Plan. All restrictions will lapse on March 5, 2016 or earlier upon the occurrence of certain specified circumstances. |
| (2) | 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, 2013 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. |
| (3) | Shares earned upon the vesting on March 5, 2013 of certain performance shares granted to the reporting person in 2010 under the Kaiser Aluminum Corporation 2006 Equity and Performance Incentive Plan, as amended. On March 5, 2013, 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 2010 through 2012. |
| (4) | Shares withheld to satisfy the withholding tax obligations resulting from the vesting on March 5, 2013 of the above-referenced performance shares. |
| (5) | Stock option award granted on April 3, 2007 for 8,037 shares of common stock, with one-third of such options vested on each of the first, second and third anniversaries of the grant date. |