Sec Form 4/A Filing - PLANT JOHN C @ Howmet Aerospace Inc. - 2020-04-02

FORM 4/A 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 PLANT JOHN C 2. Issuer Name and Ticker or Trading Symbol Howmet Aerospace Inc. [ HWM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-Chief Executive Officer (Last) (First) (Middle) 201 ISABELLA STREET, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 04/02/2020 (Street) PITTSBURGH,, PA15212-5872 4. If Amendment, Date Original Filed (MM/DD/YY) 04/06/2020 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

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 Unit ( 1 ) 04/02/2020 A 1,000,000 ( 2 ) ( 2 ) Common Stock 1,000,000 $ 0 1,729,998 ( 4 ) D Restricted Stock Unit ( 1 ) 04/02/2020 A 1,800,000 ( 3 ) ( 3 ) Common Stock 1,800,000 $ 0 3,529,998 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PLANT JOHN C 201 ISABELLA STREET SUITE 200 PITTSBURGH,, PA15212-5872 X Co-Chief Executive Officer Signatures /s/ Margaret Lam (Assistant Secretary), by power of attorney 04/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of common stock of Howmet Aerospace Inc. (Howmet) or, at as elected by Howmet, a cash equivalent to the fair market value thereof. ( 2 )The restricted stock units will vest in three equal installments on March 31, 2021, March 31, 2022 and March 31, 2023, respectively, and subject to the continued employment of the reporting person through the applicable vesting date. ( 3 )These restricted stock units vest in full or in part on March 31, 2023, and are contingent on the continuing service of Mr. Plant as Co-Chief Executive Officer through such date and the achievement of certain performance goals relating to the stock price of Howmet and subject to partial or full accelerated vesting upon the occurrence of certain events. Vested restricted stock units will be settled in shares or cash, as applicable, within 30 days following the vesting date. ( 4 )On April 1, 2020, Arconic Inc. completed the separation of its business into two independent, publicly-traded companies (the Separation): Howmet Aerospace Inc. and Arconic Corporation. This Form 4 is being amended to reflect the total number of Howmet Aerospace Inc. shares underlying equity awards held by the reporting person after reflecting the adjustment of all Arconic Inc. equity awards held by the reporting person as of the Separation to relate to Howmet Aerospace Inc. common stock in a manner intended to preserve the aggregate intrinsic value of the original awards, in accordance with the Employee Matters Agreement, as amended, between Howmet Aerospace Inc. and Arconic Corporation.

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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