Sec Form 4 Filing - PLANT JOHN C @ Howmet Aerospace Inc. - 2020-08-06

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 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) Chairman and Co-CEO (Last) (First) (Middle) 201 ISABELLA STREET, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2020 (Street) PITTSBURGH, PA15212 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 08/06/2020 M 608,332 A $ 17.28 ( 1 ) 1,028,600 D Common Stock 08/06/2020 F 256,260 ( 2 ) D $ 17.28 772,340 D Common Stock 500,463 I By Trust ( 3 )

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 ( 4 ) ( 1 ) 08/06/2020 M 486,666 ( 4 ) ( 4 ) Common Stock 486,666 $ 0 3,828,332 D Restricted Stock Unit ( 5 ) ( 1 ) 08/06/2020 M 60,833 ( 5 ) ( 5 ) Common Stock 60,833 $ 0 3,767,499 D Restricted Stock Unit ( 6 ) ( 1 ) 08/06/2020 M 60,833 ( 6 ) ( 6 ) Common Stock 60,833 $ 0 3,706,666 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PLANT JOHN C 201 ISABELLA STREET SUITE 200 PITTSBURGH, PA15212 X Chairman and Co-CEO Signatures /s/ Margaret Lam (Assistant Secretary), by power of attorney 08/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 )Shares held in grantor retained annuity trusts (GRATS), each of which the reporting person is the trustee and beneficiary. ( 4 )These restricted stock units vested on August 6, 2020, upon satisfaction of the condition of the continued employment of Mr. Plant as Chief Executive Officer of Howmet Aerospace Inc. (Howmet) through such date. ( 5 )These restricted stock units vested on August 6, 2020, upon satisfaction of the conditions that the Spinoff Date (as defined in the Letter Agreement, by and between Howmet and Mr. Plant, dated as of August 1, 2019 (the Letter Agreement) has occurred prior to August 6, 2020, and the continued employment of Mr. Plant as Chief Executive Officer of Howmet through such date. ( 6 )These restricted stock units vested on August 6, 2020, upon satisfaction of the conditions that Howmet's common stock achieve an Average Price (as defined in the Letter Agreement and, to take into account the separation of the Company, as set forth in the Employee Matters Agreement, dated as of March 31, 2020, by and between Howmet and Arconic Corporation ) of $32 per share, and the continued employment of Mr. Plant as Chief Executive Officer of Howmet through such date.

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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