Sec Form 4 Filing - Wilson Ian @ Amcor plc - 2019-06-11

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
Wilson Ian
2. Issuer Name and Ticker or Trading Symbol
Amcor plc [ AMCR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
83 TOWER ROAD NORTH
3. Date of Earliest Transaction (MM/DD/YY)
06/11/2019
(Street)
WARMLEY, BRISTOL, X0BS30 8XP
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
Ordinary Shares ( 1 ) 06/11/2019 A( 2 ) 38,295 A 38,295 D
Ordinary Shares ( 1 ) 06/11/2019 A( 2 ) 114,286 A 114,286 I By Oscar Wilson Trust by Zedra trustees ( 4 )
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
Restricted Stock Units ( 5 ) 06/11/2019 A 18,314 ( 6 ) ( 6 ) Ordinary Shares 18,314 $ 0 18,314 D
Restricted Stock Units ( 5 ) 06/11/2019 A 10,173 ( 7 ) ( 7 ) Ordinary Shares 10,173 $ 0 10,173 D
Employee Stock Options $ 10.65 06/11/2019 A 180,200 ( 8 ) 10/31/2022 Ordinary Shares 180,200 $ 0 180,200 D
Employee Stock Options $ 11.05 06/11/2019 A 211,400 ( 9 ) 10/31/2023 Ordinary Shares 211,400 $ 0 211,400 D
Performance Rights ( 10 ) 06/11/2019 A 30,200 ( 10 ) 10/31/2022 Ordinary Shares 30,200 $ 0 30,200 D
Performance Rights ( 11 ) 06/11/2019 A 41,500 ( 11 ) 10/31/2023 Ordinary Shares 41,500 $ 0 41,500 D
Employee Stock Options $ 7.15 06/11/2019 A 195,200 ( 12 ) 10/29/2021 Ordinary Shares 195,200 $ 0 195,200 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wilson Ian
83 TOWER ROAD NORTH
WARMLEY, BRISTOL, X0BS30 8XP
Executive Vice President
Signatures
/s/ Damien Clayton, by power of attorney for Ian Wilson 06/13/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Traded as Chess Depository Interests ("CDIs") on the Australian Stock Exchange (the "ASX"). CDIs represent a beneficial interests in one ordinary share of Amcor held by CHESS Depository Nominees Pty Ltd.
( 2 )On June 11, 2019, Amcor plc ("Amcor") consummated the business combination (the "Merger") pursuant to the Transaction Agreement dated August 6, 2018 (the "Transaction Agreement") by and among Amcor (f/k/a Arctic Jersey Limited), Amcor Limited ("Old Amcor"), Arctic Corp. and Bemis Company, Inc. ("Bemis"), pursuant to which each of Bemis and Old Amcor were acquired by and became wholly-owned subsidiaries of Amcor in a stock-for-stock transaction. CDIs reported herein were received by the Reporting Person pursuant to the Transaction Agreement.
( 3 )Pursuant to the Transaction Agreement, each ordinary share of Old Amcor previously held by the Reporting Person was converted into one CDI of Amcor, or, at the election of the Reporting Person, one ordinary share of Amcor.
( 4 )The Reporting Person is the investment advisor to the trust.
( 5 )Pursuant to the Transaction Agreement, outstanding equity awards under Old Amcor's Long Term Incentive Plans converted into an award denominated with respect to, or settled in, an equal number of CDIs or ordinary shares of Amcor. Each restricted stock unit represents a contingent right to receive one CDI or one ordinary share of Amcor, at the election of the Reporting Person upon vesting of the restricted stock units.
( 6 )The restricted stock units were granted on September 8, 2017 under Old Amcor's 2016-2017 Long Term Incentive Plan. The shares underlying the stock units vest in full on September 1, 2019.
( 7 )The restricted stock units were granted on September 14, 2018 under Old Amcor's 2017-2018 Long Term Incentive Plan. The shares underlying the stock units vest in full on September 1, 2020.
( 8 )The employee stock options were granted on October 4, 2016 under Old Amcor's 2016-2017 Long Term Incentive Plan. The options are subject to certain performance conditions. If the conditions are met, the options will vest on August 31, 2019 or such later time, up to September 30, 2022, as they may be met.
( 9 )The employee stock options were granted on November 13, 2017 under Old Amcor's 2017-2018 Long Term Incentive Plan. The options are subject to certain performance conditions. If the conditions are met, the options will vest on August 31, 2020 or such later time, up to September 30, 2023, as they may be met.
( 10 )The performance rights were granted on October 4, 2016 under Old Amcor's 2016-2017 Long Term Incentive Plan. The performance rights are subject to certain performance conditions. If the conditions are met, the options will vest on August 31, 2019 or such later time, up to September 30, 2022, as they may be met.
( 11 )The performance rights were granted on November 13, 2017 under Old Amcor's 2017-2018 Long Term Incentive Plan. The performance rights are subject to certain performance conditions. If the conditions are met, the performance rights will vest on August 31, 2020 or such later time, up to September 30, 2023, as they may be met.
( 12 )The employee stock options were granted on November 24, 2014 under Old Amcor's 2014-2015 Long Term Incentive Plan. The options are subject to certain performance conditions. If the conditions are met, the options will vest on August 21, 2018 or such later time, up to October 1, 2021, as they may be met.

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