Sec Form 4 Filing - KELLY THOMAS A @ CROWN HOLDINGS INC - 2021-01-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
KELLY THOMAS A
2. Issuer Name and Ticker or Trading Symbol
CROWN HOLDINGS INC [ CCK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President & CFO
(Last) (First) (Middle)
770 TOWNSHIP LINE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
01/08/2021
(Street)
YARDLEY, PA19067
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 1,050 I By 401(k) Plan
Common 01/08/2021 A 12,807 ( 1 ) A $ 0 134,913 D
Common 01/11/2021 A 6,440 ( 2 ) A $ 0 141,353 D
Common 01/11/2021 F 6,331 ( 3 ) D $ 100.04 135,022 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KELLY THOMAS A
770 TOWNSHIP LINE ROAD
YARDLEY, PA19067
Senior Vice President & CFO
Signatures
Rosemary M. Haselroth, by Power of Attorney 01/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person was granted 12,807 shares of Restricted Common Stock under the 2013 Stock-Based Compensation Plan. 4,399 time-vested restricted shares vest over a three year period as follows: 1,467 time-vested restricted shares on January 10, 2022 and 1,466 time-vested restricted shares on January 09, 2023 and January 8, 2024, respectively. 4,009 performance-based restricted shares are targeted to vest on January 8, 2024 based on the Company's Total Shareholder Return versus a defined peer group of companies, with the final number of performance-based vested shares varying from 0 to 200% of 4,009. 4,399 performance-based restricted shares are targeted to vest on January 8, 2024 based on the Return on Invested Capital achieved by the Company compared to the ROIC target, with the final number of performance-based vested shares varying from 0 to 200% of 4,399.
( 2 )Represents additional performance-based shares of Restricted Common Stock that vested on January 11, 2021 whose grant was originally reported on a Form 4 filed with the U.S. Securities and Exchange Commission on January 8, 2018 (the "Original Form 4"). As reported on the Original Form 4, such performance-based shares were originally granted to the Reporting Person based on the Company's Total Shareholder Return versus a defined group of companies with the final number of performance-based vested shares varying from 0 to 200% of 6,440.
( 3 )Represents shares transferred to the Company for tax withholding in connection with vesting of restricted stock.

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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