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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 * Makihara Jun 2. Issuer Name and Ticker or Trading Symbol Philip Morris International Inc. [ PM ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
120 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)
5/6/2020
(Street)
NEW YORK, NY 10017
(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  5/6/2020    A    2464 (1) A $71.04 (2) 17522 (3) D   
Common Stock                 1360  I (4) By Spouse 

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
Phantom Stock Units   (5) 5/6/2020    J    V 0 (6)      (7)  (7) Common Stock  0  $0  11446 (8) D   

Explanation of Responses:
(1)  Deferred shares awarded under the Philip Morris International Inc. 2017 Stock Compensation Plan for Non-Employee Directors.
(2)  The average of the high and low price of Philip Morris International Inc. common stock on May 6, 2020.
(3)  Includes 15,522 Deferred shares held in the Philip Morris International Inc. 2017 Stock Compensation Plan for Non-Employee Directors. This is an increase of 2,661 shares, reflecting the 2019 stock award and 197 shares acquired through the reinvestment of dividends since March 31, 2020, the date of the last reportable transaction to the SEC.
(4)  The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(5)  Phantom Stock Units convert to common stock on a 1-for-1 basis.
(6)  No share equivalents acquired or disposed.
(7)  These units are to be settled in cash upon the reporting persons termination as a member of the Issuer's Board of Directors.
(8)  Share equivalents held in the Philip Morris International Inc. 2008 Deferred Fee Plan for Non-Employee Directors. This total reflects 165 share equivalents acquired through the reinvestment of dividends since March 31, 2020, the date of the last reportable transaction to the SEC.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Makihara Jun
120 PARK AVENUE
NEW YORK, NY 10017
X



Signatures
Jerry Whitson for Jun Makihara 5/8/2020
**Signature of Reporting Person Date
Philip Morris (NYSE:PM)
Historical Stock Chart
From Jul 2020 to Aug 2020 Click Here for more Philip Morris Charts.
Philip Morris (NYSE:PM)
Historical Stock Chart
From Aug 2019 to Aug 2020 Click Here for more Philip Morris Charts.