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| FORM 4 |
| 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
| ( 1 )Acquisition of common stock upon vesting and settlement of restricted stock units. Each restricted stock unit converted into common stock on a one-for-one basis.|
( 2 )Represents payment of tax liability by delivering or withholding shares incident to the vesting of a stock award issued in accordance with Rule 16b-3.
( 3 )Revocable living trust of which the reporting person and his spouse are trustees and beneficiaries, with voting and investment power.
( 4 )Each restricted stock unit represents a contingent right to receive one share of common stock of Arconic Inc. ("Arconic") or, at Arconic's election, cash equivalent to the fair market value thereof.
( 5 )On February 15, 2019, the reporting person was granted 385,000 restricted stock units, generally vesting in two equal installments on the first and second anniversary of February 6, 2019, contingent on the reporting person's continued service as Chief Operating Officer through each applicable vesting date and subject to prorated or full vesting upon the occurrence of certain events. On August 16, 2019, in connection with the reporting person's cessation of service as Chief Operating Officer of Arconic, 101,122 restricted stock units vested and the remaining 283,878 restricted stock units were forfeited. The vested restricted stock units were settled in shares of Arconic common stock as described above.
( 6 )The amount of securities beneficially owned reflects the forfeiture of 283,878 restricted stock units in connection with the reporting person's cessation of service as Chief Operating Officer of Arconic, effective August 16, 2019. The acquisition of these restricted stock units was previously reported in Table II of the reporting person's Form 4 on February 19, 2019.
|* 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).|