SEC FORM 4

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^*

Delia Ronald Stephen

(Last)

(First)

(Middle)

83 TOWER ROAD NORTH

(Street)

WARMLEY, BRISTOL

BS30 8XP

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Amcor plc [ AMCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	08/24/2023		M		184,356⁽¹⁾	A	⁽²⁾	1,884,356	D
Ordinary Shares	08/24/2023		F		81,670⁽³⁾	D	$0	1,802,686	D
Ordinary Shares	08/24/2023		M		130,414	A	⁽²⁾	1,933,100	D
Ordinary Shares	08/24/2023		F		57,774⁽⁴⁾	D	$0	1,875,326	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options	$11.21	08/24/2023		A		407,159⁽⁵⁾		08/28/2023	10/31/2026	Ordinary Shares	407,159	$0	407,159	D
Restricted Stock Units	⁽²⁾	08/24/2023		M			130,414	⁽⁶⁾	⁽⁶⁾	Ordinary Shares	130,414	$0	0	D
Restricted Stock Units	⁽²⁾	08/24/2023		A		15,921		09/01/2025	09/01/2025	Ordinary Shares	15,921	$0	0	D

Explanation of Responses:

1. Settlement of performance shares that were granted on September 15, 2020 under the 2020-2021 Long Term Incentive Plan. 184,356 of the 442,100 performance shares vested based on achievement of the performance conditions and the remaining performance shares were forfeited.

2. Each restricted stock unit represents a contingent right to receive one ordinary share of Amcor upon vesting of the restricted stock units.

3. 81,670 shares were withheld for tax withholding arising from the recent equity incentive plan vesting resulting in 102,686 shares.

4. 57,774 shares were withheld for tax withholding arising from the recent equity incentive plan vesting resulting in 72,640 shares.

5. Vesting of Employee Stock Options that were granted on September 15, 2020 under the 2020-2021 Long Term Incentive Plan. 407,159 of the 976,400 of the Employee Stock Options vested and the remaining Employee Stock Options were forfeited. The Employee Stock Options remain subject to a share price condition whereby the share price must exceed the exercise price for the Employee Stock Options to be exercisable.

6. The restricted stock units were granted on September 15, 2021 and vest August 28, 2023.

	/s/ Damien Clayton, Attorney-in-Fact	08/28/2023
	** 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.