Sec Form 4 Filing - HOLSENBECK G PENN @ Philip Morris International Inc. - 2010-09-24

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 HOLSENBECK G PENN 2. Issuer Name and Ticker or Trading Symbol Philip Morris International Inc. [ PM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP and Corporate Secretary (Last) (First) (Middle) 120 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2010 (Street) NEW YORK, NY10017 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 Stock 09/24/2010 M 5,801 A $ 25.6427 150,747 D Common Stock 09/24/2010 M 9,819 A $ 44.0485 160,566 D Common Stock 09/24/2010 S 2,400 D $ 56.2 158,166 D Common Stock 09/24/2010 S 1,000 D $ 56.21 157,166 D Common Stock 09/24/2010 S 300 D $ 56.2101 156,866 D Common Stock 09/24/2010 S 100 D $ 56.2006 156,766 D Common Stock 09/24/2010 S 7,396 D $ 56.151 149,370 D Common Stock 09/24/2010 S 200 D $ 56.1501 149,170 D Common Stock 09/24/2010 S 100 D $ 56.1503 149,070 D Common Stock 09/24/2010 S 2,772 D $ 56.16 146,298 D Common Stock 09/24/2010 S 876 D $ 56.17 145,422 D Common Stock 09/24/2010 S 276 D $ 56.18 145,146 D Common Stock 09/24/2010 S 200 D $ 56.19 144,946 ( 1 ) D Common Stock 587 I ( 2 ) DPS

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 Options (Right to Buy) $ 25.6427 09/24/2010 M 5,801 06/12/2002 06/12/2011 Common Stock 5,801 $ 25.6427 0 D Options (Right to Buy) $ 44.0485 09/24/2010 M 9,819 09/15/2007 06/12/2011 Common Stock 9,819 $ 44.0485 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOLSENBECK G PENN 120 PARK AVENUE NEW YORK, NY10017 VP and Corporate Secretary Signatures G. Penn Holsenbeck 09/28/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 56,796 Deferred Shares. ( 2 )Shares held in the Philip Morris International Inc. Deferred-Profit Sharing Plan as of August 31, 2010.

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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