- Statement of Changes in Beneficial Ownership (4)
March 07 2011 - 5:10PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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February 28, 2011
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
McAuliffe James E
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2. Issuer Name
and
Ticker or Trading Symbol
KAISER ALUMINUM CORP
[
KALU
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Sr. VP - Human Resources
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(Last)
(First)
(Middle)
C/O KAISER ALUMINUM CORP., 27422 PORTOLA PARKWAY SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/3/2011
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(Street)
FOOTHILL RANCH, CA 92610
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share
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3/3/2011
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F
(1)
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745
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D
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$48.86
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19634
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D
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Common Stock, par value $0.01 per share
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3/4/2011
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A
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505
(2)
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A
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$0.00
(2)
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20139
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D
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Common Stock, par value $0.01 per share
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3/4/2011
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F
(3)
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213
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D
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$49.41
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19926
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D
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Common Stock, par value $0.01 per share
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3/5/2011
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A
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2539
(4)
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A
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$0.00
(4)
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22465
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D
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Common Stock, par value $0.01 per share
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3/5/2011
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F
(5)
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1113
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D
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$49.41
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21352
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Shares withheld to satisfy the withholding tax obligations resulting from the vesting on March 3, 2011 of certain shares granted to the reporting person in 2008 under the Kaiser Aluminum Corporation 2006 Equity and Performance Incentive Plan, as amended.
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(
2)
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Shares earned upon the vesting on March 4, 2011 of certain performance shares granted to the reporting person in 2008 under the Kaiser Aluminum Corporation 2006 Equity and Performance Incentive Plan, as amended. On March 4, 2011, 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 2008 through 2010.
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(
3)
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Shares withheld to satisfy the withholding tax obligations resulting from the vesting on March 4, 2011 of the above-referenced performance shares.
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(
4)
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Grant to the reporting person effective as of March 5, 2011, of restricted stock under the Kaiser Aluminum Corporation Amended and Restated 2006 Equity and Performance Incentive Plan. All restrictions will lapse on March 5, 2014 or earlier upon the occurrence of certain specified circumstances.
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(
5)
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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, 2011 under the Kaiser Aluminum Corporation 2006 Equity and Performance Incentive Plan, as amended. 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 on June 7, 2010.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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McAuliffe James E
C/O KAISER ALUMINUM CORP.
27422 PORTOLA PARKWAY SUITE 200
FOOTHILL RANCH, CA 92610
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Sr. VP - Human Resources
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Signatures
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/s/ John M. Donnan, with power of attorney for James E. McAuliffe, Jr.
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3/7/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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