Sec Form 4 Filing - HOGAN FRANK W III @ SILGAN HOLDINGS INC - 2021-02-24

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 HOGAN FRANK W III 2. Issuer Name and Ticker or Trading Symbol SILGAN HOLDINGS INC [ SLGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. V.P., Gen. Counsel & Sec. (Last) (First) (Middle) C/O SILGAN HOLDINGS INC., 4 LANDMARK SQUARE, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 02/24/2021 (Street) STAMFORD, CT06901 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 02/24/2021 A 14,000 A 258,237 ( 2 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOGAN FRANK W III C/O SILGAN HOLDINGS INC. 4 L ANDMARK SQUARE, SUITE 400 STAMFORD, CT06901 Sr. V.P., Gen. Counsel & Sec. Signatures /s/ Frank W. Hogan, III 02/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 1, 2020, the reporting person was granted 14,000 restricted stock units under the Silgan Holdings Inc. Amended and Restated 2004 Stock Incentive Plan, as amended, subject to the satisfaction of certain performance criteria for the Issuer's 2020 fiscal year. The performance criteria for the Issuer's 2020 fiscal year was determined to have been met upon the finalization of the Issuer's audited financial statements for 2020. Accordingly, these restricted stock units are no longer subject to cancellation. These restricted stock units vest ratably over a 3 year period beginning on March 1, 2021 and will be settled in shares of Common Stock on a 1-for-1 basis. ( 2 )This amount includes 81,933 restricted stock units that are not yet vested that have been granted under the Silgan Holdings Inc. Amended and Restated 2004 Stock Incentive Plan, as amended. Upon vesting, these restricted stock units will be settled in shares of Common Stock on a 1-for-1 basis.

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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