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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ZUGAY MICHAEL
2. Issuer Name and Ticker or Trading Symbol

Koppers Holdings Inc. [ KOP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CFO and Treasurer
(Last)          (First)          (Middle)

436 SEVENTH AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/11/2020
(Street)

PITTSBURGH, PA 15219
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)2/11/2020  A   5211     (2) (2)Common Stock 5211 $0.00 5211 D  
Restricted Stock Units  (1)2/11/2020  A   6118     (3) (3)Common Stock 6118 $0.00 6118 D  

Explanation of Responses:
(1) Restricted stock units represent the right to receive shares of common stock on a one-for-one basis and may be settled in cash or in shares of common stock.
(2) Represents previously granted performance share units for which the performance criteria for the three-year performance period from January 1, 2017 through December 31, 2019 have been satisfied.
(3) On March 6, 2019, the reporting person was granted performance shares units for which the performance criteria for the one-year performance period from January 1, 2019 through December 31, 2019 have been satisfied. All of the restricted stock units reported here are subject to vesting based on the continued service of the reporting person through March 6, 2020. Fifty percent (50%) of such restricted stock units are subject to an additional vesting requirement, such that they will vest on March 6, 2022 so long as the absolute total shareholder return of the common stock for the three-year performance period from January 1, 2019 through December 31, 2021 is not negative.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ZUGAY MICHAEL
436 SEVENTH AVENUE
PITTSBURGH, PA 15219


CFO and Treasurer

Signatures
/s/ Stephanie L. Apostolou, Attorney-in-Fact2/13/2020
**Signature of Reporting PersonDate

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