Sec Form 4 Filing - ELLIOTT ASSOCIATES, L.P. @ Arconic Inc. - 2019-08-26

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
ELLIOTT ASSOCIATES, L.P.
2. Issuer Name and Ticker or Trading Symbol
Arconic Inc. [ ARNC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
40 WEST 57TH STREET, 30TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/26/2019
(Street)
NEW YORK, NY10019
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, $1.00 par value ( 1 ) 08/26/2019 S 811,348 D $ 24.94 ( 3 ) 14,514,475 I See Footnote ( 2 )
Common Stock, $1.00 par value ( 1 ) 08/27/2019 S 851,021 D $ 25.17 ( 4 ) 13,663,454 D
Common Stock, $1.00 par value ( 1 ) 08/28/2019 S 228,415 D $ 25.05 13,435,039 D
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
Notional Principal Amount Derivative Agreements ( 5 ) 08/26/2019 J/K 1 ( 5 ) ( 5 ) ( 5 ) Common Stock 412,300 ( 5 ) 1 ( 5 ) D
Notional Principal Amount Derivative Agreements ( 5 ) 08/26/2019 J/K 1 ( 5 ) ( 5 ) ( 5 ) Common Stock 476,548 ( 5 ) 1 ( 5 ) I See Footnote ( 2 )
Notional Principal Amount Derivative Agreements ( 6 ) 08/27/2019 J/K 1 ( 6 ) ( 6 ) ( 6 ) Common Stock 415,400 ( 6 ) 1 ( 6 ) D
Notional Principal Amount Derivative Agreements ( 6 ) 08/27/2019 J/K 1 ( 6 ) ( 6 ) ( 6 ) Common Stock 513,121 ( 6 ) 1 ( 6 ) I See Footnote ( 2 )
Notional Principal Amount Derivative Agreements ( 7 ) 08/28/2019 J/K 1 ( 7 ) ( 7 ) ( 7 ) Common Stock 228,415 ( 7 ) 1 ( 7 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ELLIOTT ASSOCIATES, L.P.
40 WEST 57TH STREET
30TH FLOOR
NEW YORK, NY10019
X
Signatures
/s/ Elliot Greenberg, Vice President of Braxton Associates, Inc., as General Partner of Elliott Capital Advisors, L.P., as General Partner, of Elliott Associates, L.P. 08/28/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed by Elliott Associates, L.P. ("Reporting Person"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
( 2 )Reflects a transaction effected by Liverpool, a wholly-owned subsidiary of Elliott.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.87 to $25.05, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.17 to $25.18, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
( 5 )The Reporting Person, directly and through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of the Reporting Person ("Liverpool"), increased its position in notional principal amount derivative agreements (the "Derivative Agreements") in the form of cash settled swaps. The strike prices of the Derivative Agreements reported herein range from $24.89 to $25.05. The Derivative Agreements provide the Reporting Person with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the "Subject Shares"). The Reporting Person disclaims beneficial ownership in the Subject Shares. The Derivative Agreements shall continue until terminated as elected by the parties, and have an initial reference expiration date of December 18, 2020.
( 6 )The Reporting Person, directly and through Liverpool, increased its position in the Derivative Agreements in the form of cash settled swaps. The strike price of the Derivative Agreements reported herein is $25.18. The Derivative Agreements provide the Reporting Person with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares. The Reporting Person disclaims beneficial ownership in the Subject Shares. The Derivative Agreements shall continue until terminated as elected by the parties, and have an initial reference expiration date of December 18, 2020.
( 7 )The Reporting Person, directly and through Liverpool, increased its position in the Derivative Agreements in the form of cash settled swaps. The strike price of the Derivative Agreements reported herein is $25.08. The Derivative Agreements provide the Reporting Person with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the Subject Shares. The Reporting Person disclaims beneficial ownership in the Subject Shares. The Derivative Agreements shall continue until terminated as elected by the parties, and have an initial reference expiration date of December 18, 2020.

Remarks:
The Reporting Person has agreed to disgorge to the Issuer all statutory "profits" pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, that resulted from the transactions reported herein.

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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