Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zacka Michael J

(Last)

(First)

(Middle)

83 TOWER ROAD NORTH

(Street)

WARMLEY, BRISTOL

BS30 8XP

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Amcor plc [ AMCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT, AMCOR FLEX EUROPE

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	08/26/2024		M		51,375⁽¹⁾	A	⁽²⁾	360,631	D
Ordinary Shares	08/26/2024		M		42,298	A	⁽²⁾	402,929	D
Ordinary Shares	08/26/2024		F		15,355⁽³⁾	D	$0	387,574	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options	$12.4	08/26/2024		A		123,175⁽⁴⁾		08/28/2024	10/31/2027	Ordinary Shares	123,175	$0	123,175	D
Restricted Stock Units	⁽²⁾	08/26/2024		M			42,298	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	42,298	$0	0	D
Restricted Stock Units	⁽²⁾	08/26/2024		A		21,138		09/01/2026	09/01/2026	Ordinary Shares	21,138	$0	0	D

Explanation of Responses:

1. Settlement of performance rights that were granted on September 15, 2021 under the 2021-2022 Long Term Incentive Plan of Amcor Limited ("Old Amcor"), a predecessor of Amcor, plc ("Amcor"). 51,375 of the 205,500 performance rights vested based on achievement of the performance conditions and the remaining performance rights were forfeited.

2. Each restricted stock unit represents a contingent right to receive one ordinary share of Amcor upon vesting of the restricted stock units.

3. 15,355 shares were withheld for tax withholding arising from the recent equity incentive plan vesting resulting in 26,943 shares.

4. Vesting of Employee Stock Options that were granted on September 15, 2021 under Old Amcor's 2020-2021 Long Term Incentive plan. 123,175 of the 492,700 Employee Stock Options vested and the remaining Employee Stock Options were forfeited. The Employee Stock Options remain subject to a share price condition whereby the share price must exceed the exercise price for the Employee Stock Option to be exercisable.

5. The restricted stock units were granted on September 15, 2022 and vest August 28, 2024.

	/s/ Damien Clayton, Attorney-in-Fact	08/28/2024
	** 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).
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