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 *

NOTO LUCIO A
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)

215 OTTER ROCK DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/6/2020
(Street)

GREENWICH, CT 06830
(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)74975 (3)D  
Common Stock         22196 I (4)By Trust 
Common Stock         17085 I (5)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 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
Phantom Stock Units  (6)5/6/2020  J   V 0 (7)    (8) (8)Common Stock 0 $0 108303 (9)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 74,678 deferred shares held under the Philip Morris International Inc. 2017 Stock Compensation Plan for Non-Employee Directors, including an increase of 1,091 shares acquired through the reinvestment of dividends since March 31, 2020, the date of the last reportable transaction to the SEC.
(4) Shares held by the reporting person in a revocable trust for the benefit of the reporting person.
(5) 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.
(6) Phantom Stock Units convert to common stock on a 1-for-1 basis.
(7) No share equivalents acquired or disposed.
(8) These units are to be settled in cash upon the reporting person's termination as a member of the Issuer's Board of Directors.
(9) Share equivalents held in the Philip Morris International Inc. 2008 Deferred Fee Plan for Non-Employee Directors. This includes an increase of 1,627 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
Director10% OwnerOfficerOther
NOTO LUCIO A
215 OTTER ROCK DRIVE
GREENWICH, CT 06830
X



Signatures
Jerry Whitson for Lucio A. Noto5/8/2020
**Signature of Reporting PersonDate

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