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 *

Lacy Steven R
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)
Chief Admin. Officer, GC & Sec
(Last)          (First)          (Middle)

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

11/12/2019
(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
Common Stock 11/12/2019  M  7078 A$28.10 39600.3275 D  
Common Stock 11/12/2019  S  5615 D$42.71 (1)34457.3275 (2)D  

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
Employee Stock Options (Rights to Buy) $28.10 11/12/2019  M   7078    2/22/2013 (3)2/21/2020 Common Stock 7078 $0.00 0 D  

Explanation of Responses:
(1) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.56 to $42.82, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the issuer or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.
(2) Includes 472 shares of Koppers Holdings Inc. common stock acquired pursuant to the Koppers Holdings Inc. Employee Stock Purchase Plan ("ESPP"). These acquisitions were exempt under both Rule 16b-3(c) and Rule 16b-3(d).
(3) Stock Options exercisable upon reporting person's completion of a consecutive three (3) year period of service measured from the vesting commencement date of February 22, 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Lacy Steven R
436 SEVENTH AVENUE
PITTSBURGH, PA 15219


Chief Admin. Officer, GC & Sec

Signatures
Steven R. Lacy11/14/2019
**Signature of Reporting PersonDate

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