Koppers (KOP) Form 4 Koppers / Joseph P Dowd 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^*

Dowd Joseph P

(Last) (First) (Middle)

436 SEVENTH AVENUE

(Street)

PITTSBURGH PA 15219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Koppers Holdings Inc. [ KOP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Zero Harm

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

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	03/01/2024		M		25(1)	A	$0.00(1)	38,255	D
Common Stock	03/01/2024		F		800	D(2)	$52.97	37,455	D
Common Stock	03/01/2024		M		3,805	A	$44.1	41,260	D
Common Stock	03/01/2024		S		3,579	D	$53.3(3)	37,681	D
Common Stock	03/01/2024		S		226	D	$54.24(4)	37,455	D
Common Stock	03/01/2024		M		4,396	A	$41.6	41,851	D
Common Stock	03/01/2024		S		4,070	D	$53.3(3)	37,781	D
Common Stock	03/01/2024		S		326	D	$54.29(5)	37,455	D
Common Stock	03/01/2024		M		5,813	A	$26.63	43,268	D
Common Stock	03/01/2024		S		5,271	D	$53.27(3)	37,997	D
Common Stock	03/01/2024		S		542	D	$54.11(6)	37,455	D
Common Stock	03/01/2024		S		486	D	$54.07(7)	36,969	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
Dividend Equivalent Rights	(8)	03/01/2024		M			25(8)	(8)	(8)	Common Stock	25	$0.00	107	D
Employee Stock Options (Rights to Buy)	$44.1	03/01/2024		M			3,805	03/03/2018(9)	03/03/2027	Common Stock	3,805	$0.00	956	D
Employee Stock Options (Rights to Buy)	$41.6	03/01/2024		M			4,396	03/02/2019(9)	03/02/2028	Common Stock	4,396	$0.00	816	D
Employee Stock Options (Rights to Buy)	$26.63	03/01/2024		M			5,813	03/06/2020(9)	03/06/2029	Common Stock	5,813	$0.00	1,716	D

Explanation of Responses:

1. Represents shares acquired upon release of dividend equivalent rights ("DERs"), as reported in Table II, on a one-for-one basis.

2. Shares surrendered to the issuer by the reporting person as payment for the tax withholding related to the vesting of time-based restricted stock units ("RSUs").

3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $53.00 to $53.99 inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each price.

4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $54.04 to $54.51 inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each price.

5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $54.07 to $54.71 inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each price.

6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $54.00 to $54.51 inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each price.

7. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $54.00 to $54.34 inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each price.

8. These DERs were released in connection with the vesting of RSUs granted on March 3, 2020. Each DER is the economic equivalent of one share of Koppers Holdings Inc. common stock.

9. Stock options vested in annual installments of 25 percent over four years.

	/s/Stephanie L. Apostolou, Attorney in Fact	03/05/2024
	** Signature of Reporting Person	Date
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