SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PLANT JOHN C

(Last) (First) (Middle)
201 ISABELLA STREET
SUITE 200

(Street)
PITTSBURGH PA 15212-5872

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Howmet Aerospace Inc. [ HWM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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 03/31/2023 M 494,999 A (1) 809,178 D
Common Stock 03/31/2023 M 2,100,000 A (1) 2,909,178 D
Common Stock 03/31/2023 F 1,128,307(2) D $42.37 1,780,871 D
Common Stock 1,587,730 I By Trust(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 (1) 03/31/2023 M 494,999 (4) (4) Common Stock 494,999 $0 2,600,000 D
Restricted Stock Units (1) 03/31/2023 M 2,100,000 (5) (5) Common Stock 2,100,000 $0 500,000 D
Explanation of Responses:
1. Each restricted stock unit converted into common stock on a one-for-one basis.
2. Represents payment of tax liability by delivering or withholding shares incident to the vesting of a stock award issued in accordance with Rule 16b-3.
3. Shares held in trusts, each of which the reporting person is the trustee and beneficiary.
4. Reflects vesting of the remaining one-third of each of the restricted stock unit awards granted on April 2, 2020 and June 9, 2020, upon satisfaction of the condition of the continued employment of Mr. Plant as Chief Executive Officer of Howmet Aerospace Inc. (Howmet) through such date.
5. Reflects vesting of the restricted stock unit awards granted on April 2, 2020 and June 9, 2020, upon satisfaction of the conditions of Mr. Plant's continued service as Howmet's Chief Executive Officer through such date and the achievement of certain stock price targets.
/s/ Margaret Lam, Assistant Secretary, Attorney-in-Fact 04/03/2023
** 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.