SEC Form 4 · accession 0000902664-18-002296
Howmet Aerospace Inc. · HWM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
ELLIOTT INTERNATIONAL, L.P.
10% Owner
Period of report
May 15, 2018
Accepted (ET)
May 15, 2018 · 9:51 pm EDT
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 Stock, $1.00 par valueF1 | May 15, 2018 | P | 544,000 | $17.961 | A | 35,293,450 | D | |
| Common Stock, $1.00 par valueF2 | May 15, 2018 | X | 544,000 | — | A | 35,837,450 | D | |
| Common Stock, $1.00 par value | May 15, 2018 | J | 544,000 | $17.926 | D | 35,293,450 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notional Principal Amount Derivative AgreementsF2 | — | May 15, 2018 | J | 1 | D | — | — | Common Stock | 544,000 | 0 | D |
Explanation of responses
- F1This Form 4 is filed jointly by Elliott International, L.P. ("Elliott International") and Elliott International Capital Advisors Inc. ("EICA" and, together with Elliott International, the "Reporting Persons"). EICA, as the investment manager of Elliott International, may be deemed to beneficially own the securities owned by directly by Elliott International. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
- F2The Reporting Persons settled a portion of certain notional principal amount derivative agreements (the "Derivative Agreements") in the form of cash settled swaps with strike prices ranging from $18.5877 to $21.1014 pursuant to their terms. The Derivative Agreements provide the Reporting Persons with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the "Subject Shares"). The Reporting Persons disclaims beneficial ownership in the Subject Shares. The settlement of the Derivative Agreements and the reported purchase of the common stock in connection therewith are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended pursuant to Rule 16b-6(b) thereunder.