SEC Form 4 · accession 0000004281-17-000017
Howmet Aerospace Inc. · HWM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kay Meggers
Officer — Executive Vice President
Period of report
Jan 13, 2017
Accepted (ET)
Jan 18, 2017 · 9:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000004281
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jan 13, 2017 | A | 13,071 | $0.00 | A | 116,287 | D | |
| Common StockF1,F2 | Jan 13, 2017 | A | 9,280 | $0.00 | A | 125,567 | D | |
| Common StockF1,F2 | Jan 13, 2017 | A | 21,410 | $0.00 | A | 146,977 | D | |
| Common StockeF3 | holding | — | — | — | 803 | I | By Company 401(k) plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F5,F4 | $21.13 | Jan 13, 2017 | A | 56,240 | A | — | Jan 13, 2027 | Common Stock | 56,240 | 56,240 | D |
Explanation of responses
- F1On October 5, 2016, the Issuer effected a 1-for-3 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.
- F2On November 1, 2016, the Issuer completed the separation of its business into two independent, publicly-traded companies (the "Separation"): the Issuer and Alcoa Corporation. In connection with the Separation, and pursuant to the terms of an Employee Matters Agreement dated October 31, 2016, by and between the Issuer and Alcoa Corporation (the "Employee Matters Agreement"), all equity awards held by the reporting person with respect to the Issuer's common stock were adjusted in a manner intended to preserve the aggregate intrinsic value of the original award. The amount of securities reported on this Form 4 reflect the aforementioned adjustment.
- F3The amount of securities reported herein have been adjusted to reflect (i) the Reverse Stock Split and (ii) the post-Separation treatment of Issuer stock fund units as contemplated by the Employee Matters Agreement.
- F4The option vests in three equal annual installments beginning January 13, 2018.
- F5Employee stock options are granted without payment of consideration.