ATI (ATI) Form 4 ALLEGHENY / ROBERT S WETHERBEE ownership change

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

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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^*

WETHERBEE ROBERT S

(Last) (First) (Middle)

1000 SIX PPG PLACE

(Street)

PITTSBURGH PA 15222

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLEGHENY TECHNOLOGIES INC [ ATI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Board Chair, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2022

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, par value $0.10 per share	02/24/2022		A		17,033(1)	A	$0.00	400,522.3409	D
Common Stock, par value $0.10 per share	02/24/2022		F		7,747(2)	D	$23.54(3)	392,775.3409	D
Common Stock, par value $0.10 per share	02/24/2022		F		9,358(4)	D	$23.54(3)	383,417.3409	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Settlement of performance-vested restricted stock units that were granted in 2019, the vesting of which was contingent upon the Issuer's achievement of specified performance criteria during the period form January 1, 2019 through December 31, 2021 (the "2019-2021 PSUs"). The shares underlying the 2019-2021 PSUs became payable as of February 24, 2022 following certification of the Issuer's achievement of such performance criteria by the Personnel and Compensation Committee of the Issuer's Board of Directors.

2. Shares withheld for payment of taxes in connection with the February 24, 2022 settlement of the 2019-2021 PSUs.

3. Represents the average of the high and low trading prices for one share of the Issuer's common stock on the New York Stock Exchange on February 24, 2022.

4. Shares withheld for payment of taxes on restricted stock units awarded on February 24, 2020. One-third of such restricted stock units vested by their terms on February 24, 2022.

Remarks:

	/s/ Elliot S. Davis, Attorney-in-Fact for Robert S. Wetherbee	02/28/2022
	** 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).
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