FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

HARBERT NORMAN C 		2. Issuer Name and Ticker or Trading Symbol

HAWK CORP [ HWK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

200 PUBLIC SQUARE, SUITE 1500 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/16/2010
(Street)

CLEVELAND, OH 44114
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock   3/16/2010     D    25000   D $20.08   (1) 1096604   I   See Footnote   (2)
Class A Common Stock   3/16/2010     D    107192   D $20.08   (1) 1121604   I   See Footnote   (2)
Class A Common Stock   3/16/2010     M    107192   A $3.74   1228796   I   See Footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Director Stock Option   $3.74   3/16/2010     M         107192      (3) 10/5/2011   Class A Common Stock   107192     (4) 0   D    

Explanation of Responses:
( 1)  Pursuant to a Stock Purchase Agreement dated March 16, 2010, Hawk Corporation agreed to purchase, in a private transaction, these shares of Hawk's Class A common stock from Mr. Harbert at a price of $20.08 a share, which represented a discount to the market price of the common stock at the time the price was negotiated between Mr. Harbert and an agent representing Hawk.
( 2)  Includes (1) 35,000 shares held by the Harbert Foundation, an Ohio nonprofit corporation of which Mr. Harbert is chairman of the board of trustees, (2) 1,000,511 shares held by the Harbert Family Limited Partnership, an Ohio limited partnership of which Mr. Harbert is the managing general partner and (3) 2,179 shares held by Mr. Harbert's 401(k) plan.
( 3)  The option was exercisable as follows: 53,596 option shares on 10/5/2002 and 53,596 option shares on 10/5/2003.
( 4)  The reporting person was not required to pay for the option shares granted under an issuer sponsored plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HARBERT NORMAN C
200 PUBLIC SQUARE, SUITE 1500
CLEVELAND, OH 44114 		X X


Signatures
/s/ Marc C. Krantz, Attorney-in-Fact for Norman C. Harbert 3/18/2010
** 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 control number.
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