Howmet Aerospace (HWM) Form 4 Howmet Aerospace / Ken Giacobbe 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^*

Giacobbe Ken

(Last) (First) (Middle)

201 ISABELLA STREET

SUITE 200

(Street)

PITTSBURGH PA 15212

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2022

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	06/03/2022		M		53,978	A	$20.27	420,113	D
Common Stock	06/03/2022		M		25,570	A	$28.98	445,683	D
Common Stock	06/03/2022		S(1)		63,304	D	$36.3079(2)	382,379	D
Common Stock								676	I	By Company 401(k) Plan

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
Employee Stock Option (right to buy)	$20.27	06/03/2022		M			53,978	(3)	01/13/2027	Common Stock	53,978	$0	0	D
Employee Stock Option (right to buy)	$28.98	06/03/2022		M			25,570	(4)	01/19/2028	Common Stock	25,570	$0	0	D

Explanation of Responses:

1. Represents shares sold in the open market, the proceeds of which were used to pay the exercise price and tax withholding obligations incurred upon the exercise of the stock options.

2. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $36.14 to $36.49. The reporting person undertakes to provide to Howmet Aerospace Inc. ("Howmet"), any security holder of Howmet, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.

3. The option became exercisable in three equal annual installments beginning on January 13, 2018, which was the first anniversary of the date on which the option was granted.

4. The option became exercisable in three equal annual installments beginning on January 19, 2019, which was the first anniversary of the date on which the option was granted.

	/s/ Margaret Lam, Assistant Secretary / Attorney-in-fact	06/06/2022
	** 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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