Sec Form 4 Filing - KLEINFELD KLAUS @ ALCOA INC. - 2015-01-14

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 KLEINFELD KLAUS 2. Issuer Name and Ticker or Trading Symbol ALCOA INC. [ AA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 390 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/14/2015 (Street) NEW YORK,, NY10022 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 01/14/2015 M( 1 ) 400,000 A $ 8.33 1,806,450 D Common Stock 01/14/2015 S( 1 ) 400,000 D $ 15.114 ( 2 ) 1,406,450 D Common Stock 01/14/2015 M( 1 ) 400,000 A $ 8.33 1,806,450 D Common Stock 01/14/2015 S( 1 ) 316,448 D $ 14.7634 ( 3 ) 1,490,002 D Common Stock 7,843 I By Company 401(k) Plan

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 Employee Stock Option (right to buy) $ 8.33 01/14/2015 M 800,000 ( 4 ) 01/23/2015 Common Stock 800,000 $ 0 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KLEINFELD KLAUS 390 PARK AVENUE NEW YORK,, NY10022 X Chairman and CEO Signatures Brenda Hart (Assistant Secretary), by power of attorney 01/16/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported on this Form 4 (exercise of employee stock options expiring on January 23, 2015 and sale of shares acquired upon the exercise) were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 18, 2014. A portion of the proceeds of the sale of shares was used to pay the exercise price of the stock options and applicable withholding taxes. ( 2 )The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.05 to $15.31. The reporting person undertakes to provide to Alcoa Inc., any security holder of Alcoa Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote. ( 3 )The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $14.59 to $14.89. The reporting person undertakes to provide to Alcoa Inc., any security holder of Alcoa Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote. ( 4 )The option, representing a right to purchase a total of 2,400,000 shares, became exercisable in three equal annual installments beginning on January 23, 2010, which was the first anniversary of the date on which the option was granted. ( 5 )Employee stock options are granted without payment of consideration.

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).

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