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 *

PLANT JOHN C
2. Issuer Name and Ticker or Trading Symbol

Arconic Inc. [ ARNC ]
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 CEO
(Last)          (First)          (Middle)

390 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

8/5/2019
(Street)

NEW YORK,, NY 10022
(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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit     (1) 8/5/2019     A      400000         (2)   (2) Common Stock   400000   $0   400000   D  
 
Restricted Stock Unit     (1) 8/5/2019     A      50000         (3)   (3) Common Stock   50000   $0   50000   D  
 
Restricted Stock Unit     (1) 8/5/2019     A      50000         (4)   (4) Common Stock   50000   $0   50000   D  
 
Restricted Stock Unit     (1) 8/5/2019     A      50000         (5)   (5) Common Stock   50000   $0   50000   D  
 
Restricted Stock Unit     (1) 8/5/2019     A      50000         (6)   (6) Common Stock   50000   $0   50000   D  
 

Explanation of Responses:
(1)  Each restricted stock unit represents a contingent right to receive one share of common stock of Arconic Inc. ("Arconic") or, at Arconic's election, cash equivalent to the fair market value thereof.
(2)  These restricted stock units generally vest on August 6, 2020, contingent on Mr. Plant's continued employment as Chief Executive Officer or as Advisor to Arconic through such date 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.
(3)  These restricted stock units generally vest on August 6, 2020 if the Spinoff Date (as defined in the Letter Agreement, by and between Arconic and John C. Plant, dated as of August 1, 2019 (the "Letter Agreement")) has occurred prior to August 6, 2020, contingent on Mr. Plant's continued employment as Chief Executive Officer or as Advisor to Arconic through August 6, 2020, 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)  These restricted stock units generally vest on the later of August 6, 2020 and the date Arconic's common stock achieves an Average Price (as defined in the Letter Agreement) of $32 per share, subject to achievement of such Average Price no later than August 6, 2021, contingent on Mr. Plant's continued employment as Chief Executive Officer or as Advisor to Arconic through August 6, 2020, 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.
(5)  These restricted stock units generally vest on the later of August 6, 2020 and the date Arconic's common stock achieves an Average Price (as defined in the Letter Agreement) of $34 per share, subject to achievement of such Average Price no later than August 6, 2021, contingent on Mr. Plant's continued employment as Chief Executive Officer or as Advisor to Arconic through August 6, 2020, 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.
(6)  These restricted stock units generally vest on the later of August 6, 2020 and the date Arconic's common stock achieves an Average Price (as defined in the Letter Agreement) of $36 per share, subject to achievement of such Average Price no later than August 6, 2021, contingent on Mr. Plant's continued employment as Chief Executive Officer or as Advisor to Arconic through August 6, 2020, 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PLANT JOHN C
390 PARK AVENUE
NEW YORK,, NY 10022
X
Chairman and CEO

Signatures
/s/ Margaret Lam (Assistant Secretary), by power of attorney 8/7/2019
** Signature of Reporting Person 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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